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<SEC-DOCUMENT>0000914760-04-000028.txt : 20040227
<SEC-HEADER>0000914760-04-000028.hdr.sgml : 20040227
<ACCEPTANCE-DATETIME>20040227170906
ACCESSION NUMBER:		0000914760-04-000028
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		8
REFERENCES 429:			333-111836
FILED AS OF DATE:		20040227

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACTUANT CORP
		CENTRAL INDEX KEY:			0000006955
		STANDARD INDUSTRIAL CLASSIFICATION:	MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590]
		IRS NUMBER:				390168610
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-111836
		FILM NUMBER:		04636330

	BUSINESS ADDRESS:	
		STREET 1:		6101 N. BAKER RD.
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53209
		BUSINESS PHONE:		4143524160

	MAIL ADDRESS:	
		STREET 1:		6101 N BAKER RD.
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INDUSTRIES INC
		DATE OF NAME CHANGE:	19730123
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>a65322_s3a1feb27.txt
<DESCRIPTION>FEBRUARY 27, 2004
<TEXT>
    As filed with the Securities and Exchange Commission on February 27, 2004

                                Registration No. 333-111836

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

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

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

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                               ACTUANT CORPORATION
             (Exact name of Registrant as specified in its charter)

           WISCONSIN                                     36-0168610
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              6100 NORTH BAKER ROAD
                               MILWAUKEE, WI 53209
                            TELEPHONE: (414) 352-4160
               (Address, including zip code, and telephone number,
            including area code, of Registrant's principal executive
                                    offices)

                               ANDREW G. LAMPEREUR
                             CHIEF FINANCIAL OFFICER
                              6100 NORTH BAKER ROAD
                               MILWAUKEE, WI 53209
                            TELEPHONE: (414) 352-4160
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                             Helen R. Friedli, P.C.
                             McDermott, Will & Emery
                             227 West Monroe Street
                                Chicago, IL 60606
                                ----------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  FROM TIME TO TIME FOLLOWING THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
                                ----------------

         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|

<PAGE>

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

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

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

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|

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


         THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

                                      -2-

<PAGE>

                      PLEASE CONFIRM ADDRESSES AND COMPLETE
                      -------------------------------------



<TABLE>
                               TABLE OF GUARANTORS
                               -------------------

<CAPTION>
NAME                           STATE OR OTHER
                               JURISDICTION OF
                               INCORPORATION OR              I.R.S. EMPLOYER
                               ORGANIZATION                  IDENTIFICATION NUMBER     ADDRESS
- ---------------------------    --------------------------    ----------------------    -------------------------------

<S>                            <C>                           <C>                       <C>
Applied Power Investments      Nevada                        36-3673537                3993 Howard Hughes Pkwy
II, Inc....................                                                            #100
                                                                                       Las Vegas, NV  89109

Engineered Solutions L.P...    Indiana                       31-1757546                1217 East 7th Street
                                                                                       Mishawaka, IN  46545

GB Tools and Supplies,         Wisconsin                     39-0964876                6100 North Baker Rd.
Inc........................                                                            Glendale, WI  53209

Versa Technologies, Inc....    Delaware                      39-1143618                5877 S. Pennsylvania Ave.
                                                                                       Cudahy, WI 53110
                                                                                       and
                                                                                       6100 North Baker Rd.
                                                                                       Glendale, WI  53209
</TABLE>

                                      -3-

<PAGE>

                  SUBJECT TO COMPLETION DATED FEBRUARY 27, 2004

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.

                                  $150,000,000

                               ACTUANT CORPORATION

 2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023, RELATED GUARANTEES AND
           THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES

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

THE DEBENTURES

o    We issued $150,000,000 aggregate principal amount of our 2% Convertible
     Senior Subordinated Debenture due 2023 in a private placement on November
     10, 2003. This prospectus will be used by selling securityholders to offer
     and resell debentures and the common stock issuable upon conversion of the
     debentures. We will not receive any proceeds from those resales.

o    Interest on the debentures accrues from November 10, 2003, payable
     semi-annually in arrears on May 15 and November 15 of each year, beginning
     May 15, 2004. The debentures mature on November 15, 2023 although we may
     redeem all or part of the debentures at our option on or after November 20,
     2010 as more fully described in this prospectus.

o    Beginning with the six-month interest period commencing November 15, 2010,
     we will pay contingent interest during a six-month interest period if the
     trading price of a debenture is above a specified level as described in
     this prospectus. The debentures will be treated as contingent payment debt
     instruments that are subject to certain United States federal income tax
     rules.

o    The debentures are jointly and severally guaranteed on an unsecured senior
     subordinated basis by certain of our existing domestic subsidiaries and may
     be guaranteed by certain future subsidiaries.

o    You may require us to repurchase all or any portion of your debentures on
     November 15, 2010, November 15, 2013 and November 15, 2018 or at any time
     prior to maturity upon the occurrence of a designated event (as defined
     herein), as more fully described in this prospectus.

o    Holders may convert the debentures into shares of our common stock at a
     conversion rate of 25.0563 shares of our common stock per $1,000 principal
     amount of the debentures (representing a conversion price of approximately
     $39.91 per share), subject to adjustment, prior to the close of business on
     the last business day prior to the final maturity date under certain
     circumstances as described in this prospectus.

o    The debentures are our unsecured senior subordinated obligations and the
     payment of the principal of and interest, including contingent interest, if
     any, and liquidated damages, if any, on the debentures are subordinated in
     right of payment to the prior payment in full of our existing and future
     senior indebtedness, including our obligations under our senior credit
     facility. The debentures rank equally in right of payment with our existing
     and future senior subordinated indebtedness and rank senior in right of
     payment to any of our future subordinated indebtedness. The debentures also
     rank junior in right of payment to our secured indebtedness (including our
     obligations under our senior credit facility) to the extent of the
     underlying collateral.

                                      -4-

<PAGE>

TRADING

o    Our common stock is traded on the New York Stock Exchange under the symbol
     "ATU." The last reported sale price for our common stock on the New York
     Stock Exchange on February 26, 2004 was $40.41 per share.

o    There is no public market for the debentures and we do not intend to apply
     for listing of the debentures on any securities exchange or for quotation
     of the debentures through any automated quotation system. The debentures
     currently trade in the Private Offerings, Resales and Trading through
     Automatic Linkages Market, commonly referred to as the PORTAL Market.
     However, once debentures are sold under this prospectus, those debentures
     will no longer trade on the PORTAL Market.

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

         INVESTING IN THE DEBENTURES AND OUR COMMON STOCK INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE [O].

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

              The date of this prospectus is _______________, 2004.

                                      -5-

<PAGE>

                           IMPORTANT NOTICE TO READERS

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or SEC, using a "shelf" registration
process. Under this shelf registration process, the selling securityholders may,
from time to time, offer debentures or shares of our common stock owned by them.
Each time the selling securityholders offer debentures or common stock under
this prospectus, they will provide a copy of this prospectus and, if applicable,
a copy of a prospectus supplement. You should read both this prospectus and, if
applicable, any prospectus supplement together with the information incorporated
by reference in this prospectus and, if applicable, any supplement hereto. See
"Where You Can Find More Information" and "Incorporation of Certain Documents by
Reference" for more information.

         We have not authorized anyone to provide you with information other
than the information contained herein or incorporated by reference as set forth
under "Incorporation of Certain Documents by Reference". Neither the debentures
nor any shares of common stock issuable upon conversion of the debentures are
being offered in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus speaks only as of the date of this
prospectus and the information in the documents incorporated or deemed to be
incorporated by reference in this prospectus speaks only as of the respective
dates those documents were filed with the Securities and Exchange Commission
(the "SEC").

                                TABLE OF CONTENTS


IMPORTANT NOTICE TO READERS....................................................5

SUMMARY........................................................................7

RISK FACTORS..................................................................14

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS..........................27

MARKET DATA...................................................................27

USE OF PROCEEDS...............................................................28

DIVIDEND POLICY...............................................................28

COMMON STOCK PRICE RANGE......................................................28

RATIO OF EARNINGS TO FIXED CHARGES............................................28

DESCRIPTION OF THE DEBENTURES.................................................30

REGISTRATION RIGHTS...........................................................51

DESCRIPTION OF CAPITAL STOCK..................................................52

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS......................55

SELLING SECURITYHOLDERS.......................................................62

PLAN OF DISTRIBUTION..........................................................65

WHERE YOU CAN FIND MORE INFORMATION...........................................67

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................69

LEGAL MATTERS.................................................................69

EXPERTS.......................................................................69



         Unless otherwise indicated or the context otherwise requires in this
prospectus:

     o   "Actuant," the "Company," "we," "us" and "our" refer to Actuant
         Corporation and its subsidiaries;

                                      -6-

<PAGE>

     o   all references to our "common stock" mean our Class A Common Stock,
         $0.20 par value per share;

     o   all references to "SKUs" mean stock keeping units;

     o   all references to "fiscal year 2003," "fiscal year 2002" and "fiscal
         year 2001" refer to our fiscal years ended August 31, 2003, 2002 and
         2001, respectively;

     o   all references to the "November 2003 private placement" refer to our
         sale of the debentures on November 10, 2003 to qualified institutional
         investors pursuant to Rule 144A of the Securities Act of 1933, as
         amended; and

     o   all references to the number of shares of our common stock and related
         per share data have been restated to reflect the 2-for-1 stock split
         that occurred by way of dividend on October 21, 2003.

                                      -7-

<PAGE>

                                     SUMMARY

         This summary provides an overview of selected information and does not
contain all the information you should consider. You should read the entire
prospectus, including the section entitled "Risk Factors" and the documents
incorporated by reference in this prospectus, carefully before making an
investment decision.

         We are a diversified global manufacturer and marketer of a broad range
of industrial products and systems, organized into two business segments, Tools
& Supplies and Engineered Solutions. Tools & Supplies sells branded, specialized
electrical and industrial tools and supplies to hydraulic and electrical
wholesale tool distributors, to catalog houses and through various retail
distribution channels. Engineered Solutions' primary expertise is in designing,
manufacturing and marketing customized motion control systems primarily for
automotive, recreational vehicle and truck original equipment manufacturers, or
OEMs, in diversified niche markets. We believe that our strength in these
product categories is the result of the combination of our brand recognition,
proprietary engineering and design competencies, a dedicated service philosophy,
and global manufacturing and distribution capabilities.

RECENT EVENTS

         On February 19, 2004, we entered into a $250 million five-year senior
revolving credit facility (the "Revolver"). The Revolver replaced our then
existing senior secured credit facility which included an outstanding $30
million term loan and an undrawn $100 million revolving credit facility. The
Revolver is not secured by our assets, and provides for guaranties and stock
pledges by certain of our significant subsidiaries. Borrowings under the
Revolver are subject to a pricing grid, with initial borrowings priced at LIBOR
plus 150 basis points, compared to LIBOR plus 200 basis points under the former
facility.

         The replacement of the senior credit facility will result in a non-cash
charge in the second quarter of fiscal 2004 of approximately $2.3 million, $1.5
million net of tax, or approximately $0.06 per diluted share, representing the
write-off of the remaining capitalized debt issuance costs associated with the
former facility.

OUR ADDRESS

         Headquartered in Milwaukee, we are a Wisconsin corporation,
incorporated in 1910. Our principal executive offices are located at 6100 North
Baker Road, Milwaukee, Wisconsin 53209, and our telephone number at that
location is (414) 352-4160. Our website address is www.actuant.com. Until
January of 2001, we were named Applied Power Inc.

                                      -8-

<PAGE>

                                  THE OFFERING

Issuer                                   Actuant Corporation, a Wisconsin
                                         corporation.

Securities Offered                       $150,000,000 aggregate principal amount
                                         of 2% Convertible Senior Subordinated
                                         Debentures due 2023 and shares of our
                                         common stock issuable upon conversion
                                         of the debentures.

Maturity Date                            November 15, 2023, unless earlier
                                         redeemed, repurchased or converted.

Interest                                 2% per annum of the principal amount,
                                         accruing from November 10, 2003,
                                         payable semi-annually in arrears on May
                                         15 and November 15 of each year,
                                         beginning May 15, 2004.

Contingent Interest                      Beginning with the six-month interest
                                         period commencing November 15, 2010, we
                                         will pay additional, contingent
                                         interest during any six-month interest
                                         period if the trading price of the
                                         debentures for each of the five trading
                                         days immediately preceding the first
                                         day of the applicable six-month
                                         interest period equals or exceeds 120%
                                         of the principal amount of the
                                         debentures. During any interest period
                                         when contingent interest shall be
                                         payable, the contingent interest
                                         payable per $1,000 principal amount of
                                         the debentures will equal 0.25% per
                                         six-month interest period of the
                                         average trading price of $1,000
                                         principal amount of the debentures
                                         during the five trading days
                                         immediately preceding the first day of
                                         the applicable six-month interest
                                         period.

Guarantees                               The debentures are fully and
                                         unconditionally guaranteed, jointly and
                                         severally, on an unsecured senior
                                         subordinated basis by certain of our
                                         existing domestic subsidiaries and may
                                         be guaranteed by certain future
                                         subsidiaries. If one of our
                                         subsidiaries which is not a subsidiary
                                         guarantor of the debentures becomes a
                                         guarantor of our 13% senior
                                         subordinated notes, that subsidiary
                                         will also be required to guarantee the
                                         debentures on an unsecured senior
                                         subordinated basis. A subsidiary
                                         guarantor will be released from its
                                         guarantee of the debentures if such
                                         subsidiary guarantor ceases to be a
                                         guarantor of our 13% senior
                                         subordinated notes. All of the
                                         guarantees will be released at such
                                         time as we no longer have any of our
                                         13% senior subordinated notes
                                         outstanding. However, if we issue any
                                         other senior subordinated debt or
                                         subordinated debt and such senior
                                         subordinated debt or subordinated debt
                                         is guaranteed by one or more of our
                                         subsidiaries, such subsidiaries will
                                         also be required to guarantee the
                                         debentures on an unsecured senior
                                         subordinated basis. We refer to the
                                         subsidiaries that guarantee the
                                         debentures as the "subsidiary
                                         guarantors."

Ranking                                  The debentures are our unsecured senior
                                         subordinated obligations and the
                                         payment of the principal of and
                                         interest, contingent interest, if any,
                                         and liquidated damages, if any, on the
                                         debentures is subordinated in right of
                                         payment to the prior payment in full of
                                         our existing and future "senior
                                         indebtedness" (as defined in the
                                         indenture pursuant to which the
                                         debentures were issued and which
                                         includes our obligations under our
                                         senior credit facility). The debentures
                                         also rank equally in right of payment
                                         with our existing and future senior
                                         subordinated indebtedness and senior in
                                         right of payment to any of our future
                                         subordinated indebtedness. The
                                         debentures also rank junior in right of
                                         payment to our secured indebtedness
                                         (including our obligations under our
                                         senior credit facility) to the extent
                                         of the underlying collateral. At
                                         November 30, 2003, our senior
                                         indebtedness, excluding senior
                                         indebtedness of our subsidiaries and
                                         accrued interest, consisted of $35.0

                                      -9-

<PAGE>

                                         million of term loans and $4.8 million
                                         of letters of credit. We are permitted
                                         to borrow up to $250 million of
                                         revolving credit loans under our new
                                         senior credit facility entered into on
                                         February 19, 2004, subject to
                                         compliance with covenants and borrowing
                                         conditions. The terms "senior
                                         indebtedness" and "senior subordinated
                                         indebtedness" are defined under the
                                         heading "Description of
                                         Debentures--Ranking."

                                         The guarantee of the debentures by each
                                         subsidiary guarantor is an unsecured
                                         senior subordinated obligation of that
                                         subsidiary guarantor, and the payment
                                         of any and all amounts due under that
                                         guarantee is subordinated in right of
                                         payment to the prior payment in full of
                                         all existing and future senior
                                         indebtedness (including obligations
                                         under guarantees of our senior credit
                                         facility) of that subsidiary guarantor.
                                         The guarantee of each subsidiary
                                         guarantor ranks equally in right of
                                         payment with all existing and future
                                         senior subordinated indebtedness of
                                         that subsidiary guarantor, including,
                                         in the case of the initial subsidiary
                                         guarantors, their guarantees of our 13%
                                         senior subordinated notes, and senior
                                         in right of payment to any future
                                         subordinated indebtedness of that
                                         subsidiary guarantor. The guarantee of
                                         each subsidiary guarantor ranks junior
                                         in right of payment to any secured
                                         obligations (including its obligations
                                         under its guarantee of our senior
                                         credit facility) of that subsidiary
                                         guarantor to the extent of the
                                         underlying collateral. Although the
                                         initial subsidiary guarantors had no
                                         debt outstanding at November 30, 2003,
                                         the initial subsidiary guarantors have
                                         guaranteed all borrowings and amounts
                                         payable by us under our senior credit
                                         facility. Such guarantees rank senior
                                         in right of payment to the guarantees
                                         of the subsidiary guarantors under the
                                         debentures. The initial subsidiary
                                         guarantors have also guaranteed our 13%
                                         senior subordinated notes, which
                                         guarantees rank pari passu in right of
                                         payment with their guarantees of the
                                         debentures. At November 30, 2003, we
                                         had approximately $35.0 million of term
                                         loans outstanding under our old senior
                                         credit facility, $4.8 million of
                                         letters of credit outstanding and $60.8
                                         million of our 13% senior subordinated
                                         notes outstanding.

                                         As of November 30, 2004, after taking
                                         into account the reduction in the
                                         number of guarantors due to the
                                         replacement of our senior credit
                                         facility with a new credit facility on
                                         February 19, 2004, approximately 42% of
                                         our consolidated assets were held by
                                         subsidiaries that are not guarantors of
                                         the debentures. Accordingly, the
                                         debentures are effectively subordinated
                                         to all existing and future liabilities
                                         of these non-guarantor subsidiaries.

Conversion                               Holders may convert the debentures into
                                         shares of our common stock at a
                                         conversion rate of 25.0563 shares of
                                         our common stock per $1,000 principal
                                         amount of the debentures (representing
                                         a conversion price of approximately
                                         $39.91 per share), subject to
                                         adjustment, prior to the close of
                                         business on the last business day prior
                                         to the final maturity date only under
                                         the following circumstances:

                                         o    during any fiscal quarter
                                              commencing after November 30,
                                              2003, and only during such fiscal
                                              quarter, if the closing sale price
                                              of our common stock exceeds 120%
                                              of the conversion price for at
                                              least 20 trading days in the 30
                                              consecutive trading day period
                                              ending on the last trading day of
                                              the preceding fiscal quarter; or

                                         o    during any period in which our
                                              senior subordinated debt credit
                                              rating is below B3 by Moody's
                                              Investor Service, Inc. ("Moody's")
                                              and below B- by Standard and
                                              Poor's or during any period when
                                              neither Moody's or Standard and

                                      -10-

<PAGE>

                                              Poor's rates our senior
                                              subordinated debt. If only one
                                              such rating agency rates our
                                              senior subordinated debt and such
                                              credit rating falls below the
                                              level specified above, holders may
                                              convert their debentures during
                                              the period that the credit rating
                                              is below such level. The
                                              debentures will cease to be
                                              convertible pursuant to this
                                              bullet point during any period or
                                              periods in which the credit
                                              ratings or rating, as the case may
                                              be, are at or above such levels;
                                              or

                                         o    if a debenture has been called for
                                              redemption and has not yet been
                                              redeemed (in which case only the
                                              debentures called for redemption
                                              and not yet redeemed may be
                                              converted), the holder may convert
                                              that debenture prior to the close
                                              of business on the last business
                                              day prior to the redemption date;
                                              or

                                         o    upon the occurrence of specified
                                              transactions described under
                                              "Description of
                                              Debentures--Conversion of the
                                              Debentures--Conversion Upon
                                              Specified Transactions."

                                         The conversion rate may be adjusted
                                         under circumstances described under
                                         "Description of Debentures--Conversion
                                         of the Debentures--Conversion Rate
                                         Adjustments", but will not be adjusted
                                         for accrued interest or contingent
                                         interest, if any, or liquidated
                                         damages, if any.

Sinking Fund                             None.

Optional Redemption                      On or after November 20, 2010, we may
                                         redeem for cash all or part of the
                                         debentures at any time or from time to
                                         time, upon at least 30 days' prior
                                         notice, at a redemption price equal to
                                         100% of the principal amount of the
                                         debentures, plus accrued and unpaid
                                         interest, contingent interest, if any,
                                         and liquidated damages, if any, up to,
                                         but excluding, the redemption date.

Repurchase at the Option of the Holder   Holders may require us to repurchase
                                         all or any portion of their debentures
                                         for cash on November 15, 2010, November
                                         15, 2013 and November 15, 2018, (each,
                                         a "repurchase date") at a repurchase
                                         price equal to 100% of the principal
                                         amount of the debentures to be
                                         repurchased, plus accrued and unpaid
                                         interest, contingent interest, if any,
                                         and liquidated damages, if any, up to,
                                         but excluding, the repurchase date.

                                         Additionally, if a designated event (as
                                         described under "Description of
                                         Debentures--Repurchase of Debentures at
                                         a Holder's Option Upon a Designated
                                         Event") occurs prior to maturity,
                                         holders may require us to repurchase
                                         all or part of their debentures for
                                         cash at a repurchase price equal to
                                         100% of their principal amount, plus
                                         accrued and unpaid interest, contingent
                                         interest, if any, and liquidated
                                         damages, if any, up to, but excluding,
                                         the repurchase date.

Events of Default                        If there is an event of default with
                                         respect to the debentures, an amount
                                         equal to 100% of the principal amount
                                         of the debentures, plus accrued and
                                         unpaid interest, contingent interest,
                                         if any, and liquidated damages, if any,
                                         may be declared immediately due and
                                         payable. These amounts automatically
                                         become due and payable in some
                                         circumstances. The following are events
                                         of default with respect to the
                                         debentures:

                                         o    default in payment of any
                                              principal of the debentures, when
                                              the same becomes due and payable;

                                      -11-

<PAGE>

                                         o    default for 30 days in any payment
                                              of any interest, including
                                              contingent interest, if any, and
                                              liquidated damages, if any, due
                                              and payable on the debentures;

                                         o    default in our obligations to
                                              satisfy our conversion obligation
                                              upon exercise of a holder's
                                              conversion right if such default
                                              is not cured as set forth in the
                                              indenture;

                                         o    our indebtedness or indebtedness
                                              of any subsidiary guarantor or any
                                              of our significant subsidiaries
                                              (as defined) is not paid after the
                                              final maturity of such
                                              indebtedness or is accelerated and
                                              the total amount of such
                                              indebtedness unpaid or accelerated
                                              exceeds $7.5 million;

                                         o    failure by us to comply with our
                                              obligations under "Description of
                                              Debentures--Merger and Sale of
                                              Assets";

                                         o    default in our performance of our
                                              covenants described under
                                              "Description of
                                              Debentures--Repurchase of
                                              Debentures at a Holder's Option
                                              Upon a Designated Event" (other
                                              than a failure to repurchase
                                              debentures, which would constitute
                                              an event of default under some of
                                              the provisions described above);

                                         o    default in the performance by us
                                              or any of the subsidiary
                                              guarantors of any of our or their
                                              other respective covenants in the
                                              indenture, the debentures or
                                              guarantees for 60 days after
                                              written notice to us;

                                         o    any judgment or decree for the
                                              payment of money in excess of $7.5
                                              million is entered against us, any
                                              subsidiary guarantor or any
                                              significant subsidiary, remains
                                              outstanding for a period of 60
                                              days following entry of such
                                              judgment and is not discharged,
                                              bonded, waived or stayed within 30
                                              days after written notice to us;

                                         o    a guarantee of any subsidiary
                                              guarantor that is a significant
                                              subsidiary ceases to be in full
                                              force and effect or is declared to
                                              be null and void and unenforceable
                                              or is found to be invalid or a
                                              subsidiary guarantor that is a
                                              significant subsidiary denies its
                                              liability under its guarantee,
                                              provided, however, that an event
                                              of default will also be deemed to
                                              occur with respect to subsidiary
                                              guarantors that are not
                                              significant subsidiaries if the
                                              guarantees of those subsidiary
                                              guarantors cease to be in full
                                              force and effect or are declared
                                              to be null and void and
                                              unenforceable or are found to be
                                              invalid or those subsidiary
                                              guarantors deny their liabilities
                                              under their guarantees and if,
                                              when aggregated, those
                                              subsidiaries would meet the
                                              definition of a significant
                                              subsidiary; and

                                         o    certain events of bankruptcy,
                                              insolvency and reorganization of
                                              us, any subsidiary guarantor or
                                              any of our significant
                                              subsidiaries.

                                         See "Description of Debentures--Events
                                         of Default."

Use of Proceeds                          We will not receive any of the proceeds
                                         from the sale by the selling
                                         securityholders of the debentures or
                                         shares of common stock issued upon
                                         conversion of the debentures.

                                      -12-

<PAGE>

Registration Rights                      Pursuant to a registration rights
                                         agreement that we entered into in
                                         connection with the November 2003
                                         private placement, we have filed a
                                         shelf registration statement under the
                                         Securities Act of 1933 relating to the
                                         resale of the debentures and the common
                                         stock issuable upon conversion of the
                                         debentures. This prospectus constitutes
                                         a part of that registration statement.
                                         We filed the shelf registration
                                         statement solely to permit the resale
                                         of debentures issued in the November
                                         2003 private placement and shares of
                                         common stock issued on conversion of
                                         those debentures, and investors who
                                         purchase debentures or shares of common
                                         stock from selling securityholders in
                                         this offering will not be entitled to
                                         any registration rights under the
                                         registration rights agreement. In
                                         addition, under the registration rights
                                         agreement, selling securityholders may
                                         be required to discontinue the sale or
                                         other disposition of debentures and
                                         shares of common stock issued upon
                                         conversion of the debentures pursuant
                                         to the shelf registration statement and
                                         to discontinue the use of this
                                         prospectus under certain circumstances
                                         specified in the registration rights
                                         agreement.

United States Federal Income Tax         Under the indenture governing the
Considerations                           debentures, we have agreed, and by
                                         acceptance of a beneficial interest in
                                         a debenture each holder of a debenture
                                         is deemed to have agreed, to treat the
                                         debentures as debt instruments subject
                                         to the United States federal income tax
                                         contingent payment debt regulations.
                                         Under such regulations, even if we do
                                         not pay any contingent interest on the
                                         debentures, a beneficial owner of the
                                         debentures who is a U.S. holder, as
                                         defined below under "Material United
                                         States Federal Income Tax
                                         Considerations," will be required to
                                         include interest, which we refer to as
                                         tax original issue discount, at the
                                         rate described below in its gross
                                         income for United States federal income
                                         tax purposes, regardless of whether
                                         such owner uses the cash or accrual
                                         method of tax accounting. This imputed
                                         interest will accrue at a rate equal to
                                         7.75% per year, computed on a
                                         semiannual bond equivalent basis, which
                                         represents the yield we would have been
                                         required to pay on noncontingent,
                                         nonconvertible, fixed-rate debt with
                                         terms and conditions otherwise similar
                                         to those of the debentures. The rate at
                                         which this imputed interest will accrue
                                         for United States federal income tax
                                         purposes will exceed the stated
                                         semiannual regular cash interest
                                         payable on the debentures.

                                         Each holder of the debentures will
                                         recognize gain or loss on the sale,
                                         exchange, repurchase by us at the
                                         holder's option, conversion, redemption
                                         or retirement of a debenture in an
                                         amount equal to the difference between
                                         the amount realized, including the fair
                                         market value of any common stock
                                         received upon conversion, and the
                                         holder's adjusted tax basis in the
                                         debentures. Any gain recognized by a
                                         holder on the sale, exchange,
                                         repurchase by us at the holder's
                                         option, conversion, redemption or
                                         retirement of a debenture generally
                                         will be ordinary interest income; any
                                         loss generally will be ordinary loss to
                                         the extent of the interest previously
                                         included in income, and thereafter,
                                         capital loss. Holders should consult
                                         their tax advisors as to the United
                                         States federal, state, local or other
                                         tax consequences of acquiring, owning
                                         and disposing of the debentures. See
                                         "Material United States Federal Income
                                         Tax Considerations."

                                      -13-

<PAGE>

Trading                                  There is no public market for the
                                         debentures and we do not intend to
                                         apply for listing of the debentures on
                                         any securities exchange or for
                                         quotation of the debentures through any
                                         automated quotation system. The
                                         debentures currently trade in the
                                         PORTAL Market. However, once debentures
                                         are sold under this prospectus, those
                                         debentures will no longer trade on the
                                         PORTAL Market. There is a risk that a
                                         trading market for the debentures will
                                         not exist or that the trading market
                                         for the debentures will not have
                                         adequate liquidity.

Book Entry Form                          The debentures have been issued in
                                         book-entry form and are represented by
                                         a permanent global certificate
                                         deposited with a custodian for and
                                         registered in the name of a nominee of
                                         The Depository Trust Company, commonly
                                         known as DTC, in New York, New York.
                                         Beneficial interests in the debentures
                                         are shown on, and transfers will be
                                         effected only through, records
                                         maintained by DTC and its direct and
                                         indirect participants, and any such
                                         interests may not be exchanged for
                                         certificated debentures, except in
                                         limited circumstances.

NYSE Symbol for Common Stock             "ATU"

                                      -14-

<PAGE>

                                  RISK FACTORS

         In addition to the other information contained in this prospectus and
the documents incorporated by reference herein, you should carefully consider
the following risks before deciding to invest in the debentures or any shares of
common stock issued upon conversion of the debentures. If any of the events
described below occurs, our business, financial condition or results of
operations could be materially harmed. In that case, the value of debentures
offered by this prospectus and the common stock issuable conversion of the
debentures could decline. We may encounter additional risks other than those
disclosed in this prospectus.

                          RISKS RELATED TO OUR BUSINESS

MARKET DEMAND FOR OUR PRODUCTS MAY SUFFER CYCLICAL DECLINES.

         The level of market demand for our products depends on the general
economic condition of the markets in which we compete. A substantial portion of
our revenues is derived from customers in cyclical industries that typically are
adversely affected by downward economic cycles, which may result in lower demand
for our products in the affected business segment. For example, we derive
significant revenues from sales to original equipment manufacturers ("OEMs") in
the heavy-duty truck, recreational vehicle ("RV") and automotive industries and
from the construction industry. If consumer confidence declines considerably, it
could impact consumer discretionary spending on home, RV and automobile
purchases and remodeling projects, which would adversely impact our sales to
OEMs serving these consumer markets. Similarly, a terrorist attack or other
geopolitical activity such as the events of 9/11 could disrupt demand for our
customers' products which would in turn adversely affect demand for our
products.

WE MAY BE SUBJECT TO SUBSTANTIAL LIABILITIES AS A RESULT OF OUR SPIN-OFF OF APW
LTD. AND THE SUBSEQUENT BANKRUPTCY OF APW LTD.

         If we incur substantial liabilities as a result of our spin-off of APW
Ltd. and the subsequent bankruptcy of APW Ltd., our debt could significantly
increase and our business would be seriously harmed. On July 31, 2000, we
effected the spin-off of APW Ltd., a Bermuda company organized to own and
operate our former Electronics Business. As a result of the bankruptcy of APW
and one of its subsidiaries, which was completed on July 31, 2003, APW was
released from its obligation to indemnify us for income tax matters relating to
the spin-off and periods prior to the spin-off and we are or may be subject to
substantial liabilities of APW. In particular, we remain liable for tax
obligations associated with the spin-off and related corporate restructuring
transactions as well as APW's and our potential tax obligations for periods
prior to the spin-off. The Internal Revenue Service has commenced an audit of
our tax return for fiscal 2000, which was the year in which the spin-off and
related corporate restructuring transactions occurred. If any audit adjustments
were to result in a tax liability, such liability would be payable by us and not
APW. The amount of such additional tax liabilities may be substantial and could
have a material adverse effect on our financial condition and results of
operations.

         On August 6, 2002, we and APW entered into an agreement which provides,
among other things, that the right of offset asserted by us with respect to
approximately $23.8 million of funds (the "Offset Funds") which we held on
behalf of APW is an allowed secured claim which is unimpaired by the APW
bankruptcy proceeding; and, further, that we may retain possession of the Offset
Funds and may use such Offset Funds to, among other things, reimburse ourselves
for certain estimated costs of approximately $4.9 million and any tax
adjustments arising from our spin-off of APW. In the event that such costs and
adjustments exceed the Offset Funds, we will be responsible for any shortfall,
and such excess amount could result in a materially adverse impact upon our
financial position and results of operations. Pursuant to the agreement with
APW, we will be required to pay an estimated $18 to $19 million of the Offset
Funds to APW or other third parties as spin-off related contingencies are
resolved. We estimate that these payments will be made sometime during fiscal
2005 although we cannot predict the actual date these payments may in fact be
made. The Offset Funds have been recorded in "Other Long-term Liabilities" and
totalled $18.9 million as of November 30, 2003.

         Prior to the spin-off, we, in the normal course of business, entered
into certain real estate and equipment leases or guaranteed such leases on
behalf of our subsidiaries, including those in our Electronics Business segment.
In conjunction with the spin-off, we assigned our rights in the leases used in
the Electronics Business segment to APW, but we were not released as a

                                      -15-

<PAGE>

responsible party from all such leases by the lessors. As a result, we remain
contingently liable for such leases. The total minimum future lease payments for
such leases, assuming no offset for sub-leasing, were approximately $24.2
million at November 30, 2003. The future minimum lease payments for these leases
are as follows: $4.3 million in calendar 2004; $3.1 million in calendar 2005;
$2.4 million in calendar 2006; $2.4 million in calendar 2007; $2.5 million in
calendar 2008; and $9.1 million thereafter. The parties, which currently include
both subsidiaries of APW and certain former APW subsidiaries that have been
acquired by third parties, to these leases have not filed Chapter 11 cases and,
as such, none of those leases have been rejected in the bankruptcies noted
above. However, we remain contingently liable for those leases if these APW
subsidiaries or their successors are unable to fulfill their obligations
thereunder. A future breach of these leases by these APW subsidiaries or their
successors could require us to make these payments which could adversely affect
our financial position and results of operations.

         For further information on our potential exposure with respect to the
spin-off, APW's tax liabilities and the operating leases described above, see
Notes 10 and 16 to the consolidated financial statements contained in our Annual
Report on Form 10-K/A for fiscal year 2003, which is incorporated by reference
in this prospectus.

AS OF NOVEMBER 30, 2003, WE HAD $253.9 MILLION IN TOTAL DEBT.  BECAUSE OF THIS
SUBSTANTIAL DEBT, OPERATING FLEXIBILITY AND COMPETITIVE POSITION COULD BE
SERIOUSLY HARMED.

         As a result of this offering, we will have increased our total debt. We
have a substantial amount of debt which will continue to require significant
interest and principal payments. Our level of debt and the limitations imposed
on us by our debt agreements could adversely affect our operating flexibility
and put us at a competitive disadvantage. Our substantial debt level may
adversely affect our future performance, because, among other things:

     o   we will have to use a portion of our cash flow for debt service rather
         than for operations;

     o   we may not be able to obtain further debt financing and may have to pay
         more for financing;

     o   we may not be able to take advantage of business opportunities;

     o   some of our indebtedness bears interest at variable interest rates,
         making us vulnerable to increases in interest rates;

     o   the terms of our 13% senior subordinated notes and our senior credit
         facility require that we apply certain excess cash flow, as defined, to
         repay specified indebtedness in certain situations; and

     o   we will be more vulnerable to adverse economic conditions.

         Although our debt agreements limit the amount of additional
indebtedness that we and our subsidiaries may incur, both we and our
subsidiaries nonetheless retain the ability to incur substantial additional
indebtedness, including senior indebtedness, and other obligations in the
future. As of November 30, 2003, we had approximately $253.9 million of total
debt and $4.8 million of letters of credit outstanding, and $98.0 million of
unused borrowing capacity under our old senior credit facility available to us,
subject to compliance with covenants and borrowing conditions. In addition, as
of November 30, 2003, we were a party to operating leases requiring future
minimum lease payments aggregating approximately $37.5 million, and were also
contingently liable with respect to leases assigned to APW in connection with
the spin-off requiring, as of November 30, 2003, aggregate future minimum lease
payments of approximately $24.2 million.

OUR  ABILITY  TO  SERVICE  OUR  OBLIGATIONS  UNDER THE  DEBENTURES  WOULD BE
HARMED IF WE FAIL TO COMPLY  WITH THE FINANCIAL AND OTHER COVENANTS OF OUR DEBT
AGREEMENTS.

         Our debt agreements also contain a number of significant financial and
other restrictive covenants. These covenants could adversely affect us by
limiting our financial and operating flexibility as well as our ability to plan
for and react to market conditions and to meet our capital needs. Our failure to
comply with these covenants could result in events of default which, if not
cured or waived, could result in our being required to repay that indebtedness

                                      -16-

<PAGE>

before its due date, and we may not have the financial resources or be able to
arrange alternative financing to do so. As of November 30, 2003, and on February
19, 2004, which is the date that we replaced our then existing senior credit
facility with a new senior credit facility, we were in compliance with all of
our covenants under our debt agreements. Borrowings under our new senior credit
facility are secured by a pledge of stock by certain of our subsidiaries who
also act as guarantors. If borrowings under that credit facility were declared
or became due and payable immediately as the result of an event of default and
we were unable to repay or refinance those borrowings, the lenders could
foreclose on the pledged stock. In addition, our 13% senior subordinated notes
may be declared, or may automatically become, due and payable upon the
occurrence of specified events of default. Any event that requires us to repay
any of our debt before it is due could negatively impact our operating results
and our ability to pay amounts due on debentures.

OUR BUSINESS OPERATES IN HIGHLY COMPETITIVE MARKETS, SO WE MAY BE FORCED TO CUT
PRICES OR TO INCUR ADDITIONAL COSTS.

         Our businesses generally face substantial competition in each of their
markets. Competition may force us to cut prices or to incur additional costs to
remain competitive. We compete on the basis of product design, quality,
availability, performance, customer service and price. Present or future
competitors may have greater financial, technical or other resources which could
put us at a disadvantage in the affected business or businesses.

OUR INTERNATIONAL OPERATIONS POSE CURRENCY AND OTHER RISKS.

         Our international operations present special risks, primarily from
currency exchange rate fluctuations, exposure to local economic and political
conditions, export and import restrictions, controls on repatriation of cash and
exposure to local political conditions. In particular, our results of operations
have been significantly affected by adjustments relating to fluctuations in
foreign currency exchange rates. We have significant international operations.
For fiscal 2003, we derived approximately 49% of our net sales from the United
States, 43% from Europe, 5% from Asia, 2% from Canada, and 1% from South and
Latin America. To the extent that we expand our international presence these
risks may increase. Our European sales significantly increased in fiscal 2003
due to the acquisition of Kopp.

FUTURE ACQUISITIONS MAY CREATE TRANSITIONAL CHALLENGES.

         Our business strategy includes growth through small, strategic
acquisitions, although we may from time to time consider larger acquisitions.
That strategy depends on the availability of suitable acquisition candidates at
reasonable prices and our ability to quickly resolve challenges associated with
integrating these acquired businesses into our existing business. These
challenges include integration of product lines, sales forces and manufacturing
facilities as well as decisions regarding divestitures, inventory write-offs and
other charges. These challenges also pose risks with respect to employee
turnover, disruption in product cycles and the loss of sales momentum. We cannot
be certain that we will find suitable acquisition candidates or that we will
consistently meet these challenges.

ENVIRONMENTAL LAWS AND REGULATIONS MAY RESULT IN ADDITIONAL COSTS.

         We are subject to federal, state, local and foreign laws and
regulations governing public and worker health and safety and the indoor and
outdoor environment. Any violations of these laws by us could cause us to incur
unanticipated liabilities that could harm our operating results and business.
Pursuant to such laws, governmental authorities have required us to contribute
to the cost of investigating or remediating, or to investigate or remediate,
third party as well as currently or previously owned and operated sites. In
addition, we provided environmental indemnities in connection with the spin-off
of APW and the sale of certain businesses and product lines. Liability as an
owner or operator, or as an arranger for the treatment or disposal of hazardous
substances, can be joint and several and can be imposed without regard to fault.
There is a risk that our costs relating to these matters could be greater than
what we currently expect or exceed our insurance coverage, or additional
remediation and compliance obligations could arise which require us to make
material expenditures. In particular, more stringent environmental laws,
unanticipated remediation requirements or the discovery of previously unknown
conditions could harm our financial condition and operating results. We are also
required to comply with various environmental laws and maintain permits, some of
which are subject to discretionary renewal from time to time, for many of our


                                      -17-

<PAGE>

businesses, and our operations could be restricted if we are unable to renew
existing permits or to obtain any additional permits that we may require.

ANY LOSS OF KEY PERSONNEL AND THE INABILITY TO ATTRACT AND RETAIN QUALIFIED
EMPLOYEES COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR OPERATIONS.

         We are dependent on the continued services of key executives such as
Robert Arzbaecher, our Chief Executive Officer, and Andy Lampereur, our Chief
Financial Officer. We do not currently have employment agreements with these or
any other officers. The departure of key personnel without adequate replacement
could have a material adverse effect on us. Additionally, we need qualified
managers and skilled employees with technical and manufacturing industry
experience to operate our businesses successfully. From time to time there may
be shortages of skilled labor which may make it more difficult and expensive for
us to attract and retain qualified employees. If we are unable to attract and
retain qualified individuals or our costs to do so increase significantly, our
operations would be materially adversely affected.

WE COULD BE ADVERSELY AFFECTED IF THE SPIN-OFF OF APW OR THE RELATED CORPORATE
RESTRUCTURING TRANSACTIONS AND DEBT REALIGNMENT ARE NOT VALID UNDER FRAUDULENT
TRANSFER OR LEGAL DIVIDEND STATUTES.

         In connection with the spin-off of APW, we undertook numerous corporate
restructuring transactions and realigned our debt. These transactions, along
with the spin-off, may be challenged under federal and state fraudulent
conveyance laws. Under these laws, if a court determines that one of the parties
to these transactions did not receive reasonably equivalent value or fair
consideration and, at the time, was insolvent, was rendered insolvent, had
unreasonably small capital or was unable to pay its debts as they come due, the
court could, among other things, reverse the spin-off or impose liability, which
could be substantial, on the parties. In addition, the spin-off, including the
related debt realignment and corporate restructuring transactions, was subject
to state corporate distribution statutes. If these statutes were violated, a
court could reverse the transactions. The resulting complications and costs of
any of these matters could have a material adverse effect on us, our financial
condition and results of operations.

WE MAY BE REQUIRED TO MAKE PAYMENTS IN RESPECT OF BUSINESSES THAT WE HAVE SOLD.

         We have sold a number of businesses over the last several years. We
have typically agreed to indemnify the buyers in respect of certain matters
relating to the businesses that we have sold, and we may from time to time be
required to make payments to the buyers under those indemnities. To the extent
we are required to make any similar payments in the future, those payments could
be substantial and could adversely affect our results of operations.

IF OUR INTELLECTUAL PROPERTY PROTECTION IS INADEQUATE, OTHERS MAY BE ABLE TO USE
OUR TECHNOLOGIES AND TRADENAMES AND THEREBY REDUCE OUR ABILITY TO COMPETE, WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT ON US, OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         We regard much of the technology underlying our services and products
and the trademarks under which we market our products as proprietary. The steps
we take to protect our proprietary technology may be inadequate to prevent
misappropriation of our technology, or third parties may develop similar
technology independently. We rely on a combination of patents, trademark,
copyright and trade secret laws, employee and third-party non-disclosure
agreements and other contracts to establish and protect our technology and other
intellectual property rights. The agreements may be breached or terminated, and
we may not have adequate remedies for any breach, and existing trade secrets,
patent and copyright law afford us limited protection. Policing unauthorized use
of our intellectual property is difficult. A third party could copy or otherwise
obtain and use our products or technology without authorization.

         Litigation may be necessary for us to defend against claims of
infringement, to protect our intellectual property rights and could result in
substantial cost to us, and diversion of our efforts. Further, we might not
prevail in such litigation which could harm our business.

                                      -18-

<PAGE>

      RISKS RELATED TO THE DEBENTURES, THE GUARANTEES AND THE COMMON STOCK

THE DEBENTURES ARE UNSECURED AND SUBORDINATED TO OUR SENIOR INDEBTEDNESS, AND
THE GUARANTEE OF EACH SUBSIDIARY GUARANTOR IS UNSECURED AND SUBORDINATED TO ITS
SENIOR INDEBTEDNESS.

         The debentures and the guarantees provided by certain of our
subsidiaries are unsecured, which means that you will have no recourse to our
specific assets or to the specific assets of our subsidiaries if a default
occurs under the debentures and the indenture. In addition, the debentures are
our senior subordinated obligations, which means the debentures rank junior in
right of payment to all of our existing and future senior indebtedness, as
defined in the indenture relating to the debentures. Likewise, the guarantee of
each subsidiary guarantor is its senior subordinated obligation which means that
such guarantee ranks junior in right of payment to all of such subsidiary
guarantor's existing and future senior indebtedness. This means that, upon any
payment or distribution of our assets in a bankruptcy, insolvency or similar
proceeding, we will not be permitted to make any payments on the debentures
until all of our senior indebtedness has been paid in full. Likewise, upon any
payment or distribution of assets of any subsidiary guarantor in a bankruptcy,
insolvency or similar proceeding, that subsidiary guarantor will not be
permitted to make any payments in respect of its guarantee until all of its
senior indebtedness has been paid in full.

         In addition, we will also be prohibited from making any payments on the
debentures if any of our designated senior indebtedness (as defined herein) is
not paid when due or has been declared due and payable because of a default, and
any subsidiary guarantor will be prohibited from making any payments under its
guarantee if any designated senior indebtedness of such subsidiary guarantor or
of us is not paid when due or has been declared due and payable because of a
default. In addition, in the event of certain other defaults in respect of our
designated senior indebtedness, we may be prohibited from making payments on the
debentures and, in the event of certain other defaults in respect of designated
senior indebtedness of any subsidiary guarantor or of us, such subsidiary
guarantor may be prohibited from making payments under its guarantee.

         As of November 30, 2003, we had approximately $35.0 million of senior
indebtedness outstanding, excluding senior indebtedness of our subsidiaries and
accrued interest, all of which represented secured indebtedness. Although the
subsidiary guarantors had no debt outstanding at November 30, 2003, the
subsidiary guarantors have guaranteed all borrowings and amounts payable by us
under our senior credit facility. Such guarantees rank senior in right of
payment to the guarantees of the subsidiary guarantors under the debentures. As
of November 30, 2003, we had $35.0 million of term borrowings and $4.8 million
of letters of credit outstanding. Our new credit facility entered into on
February 19, 2004 provides for stock pledges by certain of our significant
subsidiaries. If we default on any payments required under our senior credit
facility, or if we fail to comply with other provisions governing these
obligations such as the maintenance of certain required financial ratios, the
senior lenders could declare all amounts outstanding, together with accrued and
unpaid interest, immediately due and payable. If we are unable to repay amounts
due, the lenders could proceed against the collateral securing the debt and we
then may not have enough assets left to pay you or other holders of our
subordinated debt. Although some of our debt agreements contain limitations on
our ability and the ability of our subsidiaries to incur additional
indebtedness, both we and our subsidiaries have the right to incur substantial
additional indebtedness, including senior indebtedness.

         The debentures rank equally in right of payment to our 13% senior
subordinated notes. In addition, the initial subsidiary guarantors have also
guaranteed our 13% senior subordinated notes, and those guarantees rank equally
in right of payment with their guarantees of the debentures. As of November 30,
2003, we had $60.8 million of our 13% senior subordinated notes outstanding.

OUR ABILITY TO SERVICE OUR DEBT, INCLUDING DEBENTURES, DEPENDS UPON CASH
PROVIDED TO US BY OUR SUBSIDIARIES, AND THE DEBENTURES ARE EFFECTIVELY
SUBORDINATED TO THE LIABILITIES OF OUR SUBSIDIARIES WHO ARE NOT SUBSIDIARY
GUARANTORS UNDER THE DEBENTURES.

         The debentures are guaranteed by certain of our domestic subsidiaries.
However, a substantial portion of our assets were held by subsidiaries that are
not guarantors of the debentures, which we refer to as the "non-guarantor
subsidiaries." At November 30, 2003, the non-guarantor subsidiaries held

                                      -19-

<PAGE>


approximately 42% of our consolidated assets after taking into account the
reduction in the number of guarantors due the replacement of our senior credit
facility with a new senior credit facility on February 19, 2004. See Note 18 to
the consolidated financial statements contained in our Annual Report on Form
10-K/A for fiscal year 2003 which is incorporated by reference in this
prospectus.

         We are a holding company and we derive a substantial portion of our
revenues from, and a substantial portion of our assets are held through, our
subsidiaries. As a result, our cash flow and our ability to service our debt,
including the debentures, depends on the results of operations of our
subsidiaries and upon the ability of our subsidiaries to provide us cash to pay
amounts due on our obligations, including the debentures. Our subsidiaries are
separate and distinct legal entities and the non-guarantor subsidiaries have no
obligation to make payments on the debentures or to make any funds available for
that purpose. In addition, dividends, loans, or other distributions from our
subsidiaries to us may be subject to contractual and other restrictions, are
dependent upon results of operations of our subsidiaries, and may be subject to
tax or other laws limiting our ability to repatriate funds from foreign
subsidiaries, and are subject to other business considerations.

         Because of our holding company structure, the debentures are
effectively subordinated to all existing and future liabilities of our
non-guarantor subsidiaries. These liabilities may include indebtedness, trade
payables, guarantees, lease obligations and letter of credit obligations.
Therefore, our rights and the rights of our creditors, including the holders of
the debentures, to participate in the assets of any non-guarantor subsidiary
upon that subsidiary's liquidation or reorganization will be subject to the
prior claims of that subsidiary's creditors and of the holders of any
indebtedness or other obligations guaranteed by that subsidiary, except to the
extent that we may ourselves be a creditor with recognized claims against that
subsidiary. However, even if we are a creditor of one of our non-guarantor
subsidiaries, our claims would still be effectively subordinated to any security
interests in, or mortgages or other liens on, the assets of that subsidiary and
would be subordinate to any indebtedness of that subsidiary senior to that held
by us. As of November 30, 2003, after taking into account the reduction in the
number of guarantors due to the amendment to our senior credit facility on
February 19, 2004, our non-guarantor subsidiaries had approximately $97.3
million of liabilities outstanding which would effectively rank senior in right
of payment to the debentures. In addition, the non-guarantor subsidiaries and
certain of our other subsidiaries have jointly and severally, fully and
unconditionally guaranteed all borrowings and other amounts payable under our
senior credit facility, and those guarantees of the non-guarantor subsidiaries
would effectively rank senior to the debentures.

THE TERMS OF THE DEBENTURES DO NOT RESTRICT OUR ABILITY TO INCUR ADDITIONAL
DEBT, PAY DIVIDENDS, REPURCHASE OUR SECURITIES OR COMPLETE OTHER FINANCIAL
TRANSACTIONS.

         The indenture governing the debentures does not contain any financial
or operating covenants or restrictions on the payments of dividends, the
incurrence of indebtedness or the issuance or repurchase of securities by us or
any of our subsidiaries. Although some of our other debt instruments impose
limitations on our incurrence of additional indebtedness, both we and our
subsidiaries retain the ability to incur substantial additional indebtedness and
other obligations, including additional senior indebtedness. If we or our
subsidiaries were to incur additional debt or liabilities, our ability to
service our indebtedness and pay our obligations on the debentures and our other
obligations and our subsidiary guarantors' ability to pay their obligations on
the guarantees, as the case may be, could be adversely affected. We anticipate
that from time to time, we and our subsidiaries will incur additional
indebtedness, including indebtedness that is senior to the debentures. In
addition, we are not restricted by the indenture from paying dividends or
issuing or repurchasing our securities and we anticipate that we will make
additional repurchases of our 13% senior subordinated notes from time to time as
market conditions permit and subject to compliance with restrictions in our
senior credit facility.

         A higher level of indebtedness increases the risk that we may default
on our debt obligations. There is a risk that we may not be able to generate
sufficient cash flow to pay the interest or make other required payments on our
debt or that future working capital, borrowings or equity financing will be
available to pay or refinance such debt. In addition, although the indenture
governing the debentures permits holders to require us to repurchase the
debentures upon the occurrence of certain "designated events," as defined, the
definition of "designated event" does not cover all change of control events or
other business combination transactions that may adversely affect the value of
the debentures.

                                      -20-

<PAGE>

WE MAY BE UNABLE TO REPURCHASE OR REPAY YOUR DEBENTURES.

         At maturity, the entire outstanding principal amount of the debentures
will become due and payable by us. In addition, on specified dates in 2010, 2013
and 2018, or at any time prior to maturity if a designated event occurs, each
holder of debentures may require that we purchase all or a portion of that
holder's debentures at a repurchase price equal to 100% of the principal amount
of the debenture to be repurchased, plus accrued and unpaid interest, contingent
interest, if any, and liquidated damages, if any, to but excluding the
repurchase date. There is a risk that we may not have sufficient funds or be
able to arrange for financing to pay the principal amount at maturity or to
purchase the debentures under the circumstances described above. Our senior
credit facility prohibits the redemption or repurchase of the debentures prior
to their stated maturity. If we are required to repurchase or repay debentures
(whether at maturity, upon one of the repurchase dates referred to above, upon
the occurrence of a designated event or otherwise) while we are prohibited by
our senior credit facility or any other instrument or agreement from
repurchasing or repaying the debentures, we would have to seek the consent of
our lenders to purchase the debentures or to refinance this other debt. There is
a risk that we would not be able to obtain such a consent or to refinance that
other debt, in which case, we would be unable to purchase the debentures. In
that case, our failure to repay the debentures at maturity or to purchase any
tendered debentures would constitute an event of default under the indenture,
which would constitute a default under the terms of our senior credit facility
and could constitute an event of default under other debt instruments. In such
event, the holders of that other indebtedness generally would be able to declare
that indebtedness to be due and payable immediately and, in the case of secured
indebtedness, to realize upon the collateral. Moreover, if any of our senior
indebtedness were to be accelerated, holders of the debentures would not be
entitled to receive any payments until all of our senior indebtedness had been
paid in full.

         The holders of our 13% senior subordinated notes are also entitled to
require us to repurchase those notes upon the occurrence of certain change of
control events, and certain change of control events constitute an event of
default under our senior credit facility. Some of these change of control events
are similar to events that would constitute a "designated event" with respect to
the debentures. Accordingly, if one or more of these change of control events or
designated events were to occur, there is a risk that we may not be able to
repurchase or repay any of debentures or the other indebtedness that becomes
due.

THE ABSENCE OF A PUBLIC MARKET FOR THE DEBENTURES COULD CAUSE PURCHASERS OF THE
DEBENTURES TO BE UNABLE TO RESELL THEM FOR AN EXTENDED PERIOD OF TIME.

         There is no established trading market for the debentures. The
debentures are eligible for trading on the PORTAL Market. However, debentures
sold pursuant to this prospectus will not remain eligible for trading on the
PORTAL Market. We do not intend to apply for listing of the debentures on any
securities exchange or include the debentures in any automated quotation system.
A market for the debentures may not develop or, if one does develop, it may not
be maintained. If an active market for the debentures fails to develop or be
sustained, the value of the debentures could decline significantly. Whether or
not the value of the debentures declines depends on many factors, including
prevailing interest rates and the market for similar securities, the market
price for our common stock and our financial condition, financial performance
and future prospects.

FEDERAL AND STATE STATUTES MAY ALLOW COURTS TO VOID OR SUBORDINATE GUARANTEES
AND OTHER LAWS MAY LIMIT PAYMENTS UNDER THE GUARANTEES.

         The debentures are guaranteed by certain of our existing domestic
subsidiaries and may be guaranteed by certain future subsidiaries. If a
bankruptcy case or lawsuit is initiated with respect to a subsidiary guarantor,
the debt represented by the guarantee entered into by that subsidiary guarantor
may be reviewed under federal bankruptcy law and comparable provisions of state
fraudulent transfer laws. Under these laws, a guarantee could be voided, or
claims in respect of a guarantee could be subordinated to other indebtedness,
guarantees and other liabilities of the subsidiary guarantor (which, depending
on the amount of such indebtedness and other obligations, could reduce the
subsidiary guarantor's liability on its guarantee of the debentures to zero),
if, among other things, such subsidiary guarantor at the time it incurred the
debt evidenced by the guarantee:

     o   received less than reasonably equivalent value or fair consideration
         for entering into the guarantee;

                                      -21-

<PAGE>

     o   was insolvent or rendered insolvent by reason of entering into the
         guarantee;

     o   was engaged in a business or transaction for which the subsidiary
         guarantor's remaining assets constituted unreasonably small capital; or

     o   intended to incur, or believed that it would incur, debts or contingent
         liabilities beyond its ability to pay such debts or contingent
         liabilities as they became due.

         In addition, under these circumstances any payment by the subsidiary
guarantor pursuant to its guarantee could be voided and holders of the
debentures could be required to return those payments to the subsidiary
guarantor or to a fund for the benefit of the creditors of us or the subsidiary
guarantor.

         The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a subsidiary
guarantor would be considered insolvent if:

     o   the sum of its debts, including contingent liabilities, was at the time
         greater than the fair saleable value of all of its assets;

     o   if the present fair saleable value of its assets was at the time less
         than the amount that would be required to pay its probable liability on
         its existing debts, including contingent liabilities, as they become
         absolute and mature; or

     o   it could not pay its debts as they become due.

         We cannot predict with certainty what standard a court would apply to
evaluate the parties' intent or to determine whether the applicable subsidiary
guarantor was insolvent at the time of, or rendered insolvent upon consummation
of, the applicable transaction or that, regardless of the standard, a court
would not determine that the subsidiary guarantor was insolvent or rendered
insolvent as a result of that transaction. Accordingly, there is a risk that the
guarantees, or any payments made under the guarantees, will be deemed to violate
applicable bankruptcy, fraudulent transfer or similar laws. Each guarantee is
limited to an amount not to exceed the maximum amount that can be guaranteed by
the applicable subsidiary guarantor, after giving effect to all of its other
liabilities, including, without limitation, any guarantees under our senior
credit facility) without rendering the guarantee, as it relates to such
subsidiary guarantor, voidable under applicable laws relating to fraudulent
conveyance or fraudulent transfer or similar laws.

         Other laws, including corporate distribution laws, limit or may limit
the amount that any subsidiary guarantor will be permitted to pay under its
guarantee of the debentures. Such limitations could restrict, perhaps
substantially, the amount that any subsidiary guarantor would be permitted to
pay under its guarantee, could prohibit that subsidiary guarantor from making
any payments under its guarantee or could possibly require that amounts paid by
any subsidiary guarantor under its guarantee of the debentures be returned.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE AND MAY AFFECT THE VALUE
OF THE DEBENTURES.

         The market price of our common stock could fluctuate substantially in
the future in response to a number of factors, including those discussed below.
Fluctuations in the market price of our common stock could affect the value of
the debentures. This may result in greater volatility in the value of the
debentures than would be expected for nonconvertible debt securities we issue.
The market price of our common stock has in the past and is likely to continue
to fluctuate significantly. Some of the factors that may cause the price of our
common stock to fluctuate include:

     o   variations in our and our competitors' quarterly operating results;

     o   changes in securities analysts' estimates of our future performance;

                                      -22-

<PAGE>

     o   changes in stock market analysts' estimates of our future performance
         and the future performance of our competitors;

     o   announcements by us or our competitors of significant contracts,
         acquisitions, strategic partnerships, joint ventures or capital
         commitments;

     o   gains or losses of significant customers;

     o   additions or departure of key personnel;

     o   events affecting other companies that the market deems comparable to
         us;

     o   general conditions in industries in which we operate;

     o   general conditions in the United States and abroad;

     o   the presence or absence of short selling of our common stock;

     o   future sales of our common stock or debt securities; and

     o   announcements by us or our competitors of technological improvements or
         new products.

The stock markets in general have experienced substantial price and trading
fluctuations. These fluctuations have resulted in volatility in the market
prices of securities that often has been unrelated or disproportionate to
changes in operating performance. These broad market fluctuations may adversely
affect the trading price of the common stock or the value of the debentures.

THE MARKET PRICE OF OUR COMMON STOCK COULD BE AFFECTED BY THE SUBSTANTIAL NUMBER
OF SHARES THAT ARE ELIGIBLE FOR FUTURE SALE.

         As of November 30, 2003, we had 23,572,250 shares of common stock
outstanding, excluding 2,181,702 shares issuable upon the exercise of
outstanding options granted under our existing stock option plans, and 695,534
additional shares reserved for issuance under existing stock option plans and
employee stock purchase plans. We cannot predict the effect, if any, that sales
of the debentures or future sales of shares of common stock, including common
stock issuable upon conversion of the debentures, or the availability of shares
of common stock for future sale, will have on the market price of common stock
prevailing from time to time.

         Based on filings made with the SEC we are aware of three institutions
that each hold in excess of 5% of our outstanding common stock. We are not able
to predict whether or when any of these institutions will sell substantial
amounts of our common stock. Sales of our common stock by these institutions
could adversely affect prevailing market prices for our common stock.

CONVERSION OF THE DEBENTURES WILL DILUTE THE OWNERSHIP INTEREST OF EXISTING
STOCKHOLDERS.

         The conversion of the debentures into shares of our common stock will
dilute the ownership interests of existing stockholders. Any sales in the public
market of the common stock issuable upon conversion of the debentures could
adversely affect prevailing market prices for our common stock. In addition, the
existence of the debentures may encourage short selling by market participants
due to this potential dilution or to facilitate trading strategies involving
debentures and common stock.

YOU SHOULD CONSIDER THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF OWNING
THE DEBENTURES.

         Under the indenture, we have agreed, and by acceptance of a beneficial
interest in the debentures each beneficial owner of the debentures is deemed to
have agreed, among other things, for United States federal income tax purposes,

                                      -23-

<PAGE>

to treat the debentures as indebtedness that is subject to the regulations
governing contingent payment debt instruments, and the discussion below assumes
that the debentures will be so treated. However, there is a risk that the
Internal Revenue Service could assert that the debentures should be treated
differently. Any such different treatment could affect the amount, timing and
character of income, gain or loss in respect of an investment in the debentures.
In general, beneficial owners of the debentures will be required to accrue
ordinary interest income, which we refer to as tax original issue discount, on
debentures, in advance of the receipt of the cash or other property attributable
to the debentures, regardless of whether such owner uses the cash or accrual
method of tax accounting. Beneficial owners will be required, in general, to
accrue tax original issue discount based on the rate at which we would have
issued a noncontingent, nonconvertible, fixed-rate debt instrument with terms
and conditions otherwise similar to those of the debentures, rather than at a
lower rate based on the stated semiannual regular cash interest payable on the
debentures. Accordingly, owners of the debentures will be required to include
interest in taxable income in each year in excess of the stated semiannual
regular cash interest payable on the debentures. Furthermore, upon a sale,
exchange, repurchase by us at the holder's option, conversion, redemption or
retirement of a debenture, owners of the debentures will recognize gain or loss
equal to the difference between the amount realized and their adjusted tax basis
in the debentures. In general, the amount realized will include, in the case of
a conversion, the fair market value of shares of our common stock received. Any
gain on a sale, exchange, repurchase by us at the holder's option, conversion,
redemption or retirement of a debenture will be treated as ordinary interest
income; any loss will be ordinary loss to the extent of the interest previously
included in income, and thereafter, capital loss. Owners of the debentures
should consult their tax advisors as to the United States federal, state, local
or other tax consequences of acquiring, owning and disposing of the debentures.
A summary of the United States federal income tax consequences of ownership of
the debentures is described in this prospectus under the heading "Material
United States Federal Income Tax Considerations."

THE CONDITIONAL CONVERSION FEATURE OF THE DEBENTURES COULD RESULT IN YOU
RECEIVING LESS THAN THE VALUE OF THE COMMON STOCK INTO WHICH A DEBENTURE IS
CONVERTIBLE.

         The debentures are convertible into shares of our common stock only if
specified conditions are met. If the specific conditions for conversion are not
met, you will not be able to convert your debentures, and you may not be able to
receive the value of the common stock into which the debentures would otherwise
be convertible.

THE MARKET PRICE FOR THE DEBENTURES MAY BE AFFECTED BY THEIR RATING

         The debentures have been assigned a rating by Standard & Poor's Rating
Group. If the rating assigned to the debentures was reduced or withdrawn in the
future, the market price of the debentures and our common stock could be
adversely affected. Also, a negative change in the rating of other debt that we
issue could adversely affect the trading value of the debentures.

SUBSIDIARY GUARANTORS MAY BE RELEASED FROM THE OBLIGATIONS UNDER THEIR
GUARANTEES

         Upon the sale or other disposition of the capital stock or all or
substantially all the assets of a subsidiary guarantor, such that the subsidiary
guarantor is no longer our subsidiary, any such subsidiary guarantor will be
released and relieved from all its obligations under the indenture relating to
the debentures and its guarantee of debentures shall terminate. In addition, if
any subsidiary guarantor that is also a guarantor of our 13% senior subordinated
notes is released from its guarantee under the 13% senior subordinated notes,
such subsidiary guarantor will also be released and relieved of all of its
obligations under the indenture relating to the debentures and its guarantee of
the debentures will terminate. Upon the occurrence of any such events, the
holders of the debenture will no longer have the benefit of the terminated
guarantee.

                                      -24-

<PAGE>

THE CONVERSION RATE OF THE DEBENTURES MAY NOT BE ADJUSTED FOR ALL DILUTIVE
EVENTS.

         The conversion rate of the debentures is subject to adjustment for
certain events including, but not limited to, the issuance of dividends on our
common stock, the issuance of certain rights or warrants, subdivisions or
combinations of our common stock, certain distributions of assets, debt
securities, capital stock or cash to holders of our common stock and certain
issuer tender or exchange offers as described under "Description of
Debentures--Conversion of the Debentures--Conversion Rate Adjustment." The
conversion rate will not be adjusted for other events, such as an issuance of
common stock for cash that may adversely affect the value of the debentures or
the trading price of the common stock. In that regard, the anti-dilution
adjustments in the indenture will relate only to events affecting the common
stock, and therefore no adjustment to the conversion rate will be made for
events affecting any Class B common stock we may issue in the future, including
dividends or distributions on or repurchases of any such Class B common stock,
except to the limited extent set forth in clause (8) of the first paragraph
under "Description of Debentures--Conversion of the Debentures--Conversion Rate
Adjustments." There is a risk that an event that adversely affects the value of
the debentures would not result in an adjustment to the conversion rate, which
would adversely affect the value of the debentures.

WE DO NOT INTEND TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

         We do not plan to declare or pay cash dividends in the foreseeable
future but instead intend to retain cash for working capital needs,
acquisitions, if any, and to reduce outstanding debt.

SOME PROVISIONS OF OUR CHARTER AND BYLAWS AND OF WISCONSIN LAW MAY PREVENT A
CHANGE IN CONTROL OR ADVERSELY AFFECT OUR SHAREHOLDERS.

         Our articles of incorporation and bylaws may discourage, delay or
prevent a change of control that shareholders may consider favorable. Certain
provisions of our articles of incorporation and bylaws and of the Wisconsin
Business Corporation Law may discourage transactions that otherwise could
provide for payment of a premium over the prevailing market price of our common
stock and also may limit the price that investors are willing to pay in the
future for shares of our common stock and debentures.

         For example, our articles of incorporation and bylaws:

     o   do not provide for cumulative voting in the election of directors,
         which would otherwise allow holders of less than a majority of our
         common stock to elect some directors;

     o   while currently not implemented, permit us to classify the board of
         directors into two or three classes serving staggered two or three-year
         terms, respectively, which may lengthen the time required to gain
         control of our board of directors;

     o   require super-majority voting to effect amendments to provisions of our
         articles of incorporation and bylaws or to approve or adopt a merger or
         consolidation of us, or approve or adopt a sale or exchange of all or
         substantially all of our assets;

     o   establish advance notice requirements for nominating candidates for
         election to the board of directors or for proposing matters that can be
         acted upon by shareholders at a shareholder meeting; and

     o   allow the board to issue shares of Class B common stock (which would
         then have the right to elect a majority of the directors) and to issue
         and determine terms of preferred stock.

         In addition, certain sections of the Wisconsin Business Corporation Law
may discourage, delay or prevent a change in control by:

     o   limiting the voting power of certain shareholders exercising 20% or
         more of our voting power,

     o   prohibiting us from engaging in a business combination with an
         interested stockholder, or

                                      -25-

<PAGE>

     o   requiring a super-majority vote for any business combination that does
         not meet certain fair price standards.

See "Description of Capital Stock--Certain Statutory Provisions" in this
prospectus.

ANY ISSUANCE OF PREFERRED STOCK OR CLASS B COMMON STOCK COULD ADVERSELY AFFECT
THE HOLDERS OF OUR COMMON STOCK.

         Our board of directors is authorized to issue shares of preferred stock
or Class B common stock without any action on the part of our shareholders. Our
board of directors also has the power, without shareholder approval, to set
specified terms of any series of preferred stock, including dividend rates,
votes per share and amounts payable in the event of our dissolution, liquidation
or winding up. Any preferred stock that we issue may have a preference over our
common stock with respect to the payment of dividends and upon our liquidation,
dissolution or winding up and the holders of the preferred stock would be
entitled to vote as a single class with the holders of our common stock in the
election of directors. As a result, our board of directors could issue preferred
stock with dividend, liquidation and voting rights and with other terms that
could adversely affect the interests of the holders of our common stock. If any
shares of Class B common stock are issued, the Class B common shareholders,
voting as a separate class, would be entitled to elect a majority of our board
of directors, while the holders of our common stock, voting as a single class
with the holders of any outstanding preferred stock, would be entitled to elect
a minority of our board of directors. As a result, the issuance of any Class B
common stock would adversely affect the voting rights of holders of our common
stock. We do not currently intend to issue any preferred stock or Class B common
stock.

PERSONS HOLDING OUR COMMON STOCK THAT ALSO PURCHASE THE DEBENTURES COULD HAVE
THE VOTING POWER OF THEIR SHARES OF COMMON STOCK ON ALL MATTERS SIGNIFICANTLY
REDUCED UNDER WISCONSIN ANTI-TAKEOVER STATUTES, IF THE PERSON HOLDS 20% OF THE
VOTING POWER IN THE ELECTION OF DIRECTORS.

         Under Section 180.1150(2) of the Wisconsin Business Corporation Law, if
a person holds voting power of our company in excess of 20% of the voting power
in the election of directors, then that person's voting power shall be limited
(in voting on any matter) to 10% of the full voting power of such excess shares,
unless full voting rights have been restored to that person at a special meeting
of the shareholders called for that purpose. A person's common stock holdings as
well as any shares issuable upon conversion of such person's convertible
securities or the exercise of such person's options or warrants are included in
calculating such person's voting power. Therefore, any shares issuable to a
holder of debentures upon conversion of the debentures will be included in
determining whether such holder holds more than 20% of our voting power. If a
holder of common stock holds more than 20% of our outstanding common stock,
after taking into account any shares of common stock that the holder would
receive upon conversion of the debentures that it acquires, then the holder's
voting power would be significantly reduced under Wisconsin anti-takeover
statutes. See "Description of Capital Stock--Certain Statutory Provisions."

                                      -26-

<PAGE>

                    CAUTIONARY NOTE REGARDING FORWARD-LOOKING
                                   STATEMENTS

         This prospectus, including the documents incorporated and deemed to be
incorporated by reference herein, contain statements that constitute
forward-looking statements. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to differ materially from the future
results, performance or achievements expressed or implied in the forward-looking
statements. The words "may," "should," "could," "anticipate," "believe,"
"estimate," "expect," "project," "plan," "objective" and similar expressions are
intended to identify forward-looking statements. Additionally, any projections
or estimates of future revenues, earnings per share, tax rates, interest rates,
debt reductions or similar matters are forward-looking statements, and the
actual results of operations and financial conditions could differ, perhaps
substantially, from those expressed or implied in those forward-looking
statements. In addition to the assumptions and other factors referred to
specifically in connection with the forward-looking statements included in this
prospectus and the documents incorporated or deemed to be incorporated by
reference herein and the risk factors discussed in this prospectus under the
caption "Risk Factors," factors that may cause actual results or events to
differ materially from those contemplated by such forward-looking statements
include, without limitation, general economic conditions and market conditions
in the industrial production, truck, construction, automotive, and recreational
vehicle industries in North America and Europe and, to a lesser extent, Asia,
market acceptance of existing and new products, successful integration of
acquisitions, competitive pricing, foreign currency risks, interest rate risks,
potential tax liabilities (including potential substantial tax liabilities
relating to our spin-off of APW Ltd.), environmental matters, our ability to
access capital markets, our high debt level, unforeseen costs, the risk that we
may become subject to substantial liabilities if APW Ltd. were unable to meet
its lease obligations as they come due and other factors that may be referred to
in this prospectus and the documents incorporated and deemed to be incorporated
by reference in this prospectus.

         All forward-looking statements attributable to us, or to persons acting
on our behalf, are expressly qualified in their entirety by this cautionary
statement.

         In light of these risks and uncertainties, the forward-looking events
and circumstances discussed in this prospectus might not transpire.

                                   MARKET DATA

         The information in this prospectus and the documents incorporated by
reference in this prospectus concerning market positions of certain of our
products is based on our net sales for the fiscal year 2003 and management's
estimates of our competitors' respective dollar volumes of net sales for the
products, markets and geographic region or regions to which we refer. These
estimates were prepared in accordance with what we believe to be industry
practice and are based on our internal estimates, our knowledge of our relative
position and the relative position of our competitors in applicable markets,
and, in some limited cases, industry sources. In that regard, when we state that
our high-force hydraulic industrial tools, hydraulic cab-tilt systems for
heavy-duty cab-over-engine trucks and electro-hydraulic automotive convertible
top actuation systems hold a leading position in their respective markets, we
are referring to the global markets for those types of products; when we say
that our electrical tools and supplies sold through the retail do-it yourself
channel hold a leading position in their markets, we are referring to the German
and/or North American markets, as the case may be, for those type of products;
and when we say that our recreational vehicle slide-out, leveling, storage tray
and electric retractable step systems hold a leading position in their
respective markets, we are referring to the North American markets for those
types of products. Other market data included in this prospectus and the
documents incorporated by reference in this prospectus is estimated and is based
on independent industry publications or other publicly available information.
Although we believe that the information on which we have based these estimates
of our market position and this market data is generally reliable, the accuracy
and completeness of this information has not been independently verified. This
prospectus and the documents incorporated by reference in this prospectus
include sales data for businesses that we acquired prior to their dates of
acquisition. This sales data was provided to us by the sellers of those
businesses and has not been independently verified.

                                      -27-

<PAGE>

         This prospectus contains summaries of certain provisions contained in
some of the documents described herein, but reference is made to the actual
documents for complete information. Copies of some of the documents referred to
herein have been filed or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part and you may obtain
copies of those documents as described below under "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference."

                                      -28-

<PAGE>

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale by any selling
securityholder of the debentures or the shares of common stock issuable upon
conversion of the debentures.

                                 DIVIDEND POLICY

         We have not paid any cash dividends since our fiscal year 2000, and we
do not anticipate paying any cash dividends on our common stock in the
foreseeable future. We currently intend to use available cash for working
capital needs, acquisitions, if any, and to reduce outstanding debt. Our senior
credit facility and our 13% senior subordinated notes currently restrict our
ability to pay cash dividends.

                            COMMON STOCK PRICE RANGE

         Our common stock is quoted on the New York Stock Exchange under the
symbol "ATU." The following table sets forth the range of high and low sales
prices for our common stock on the New York Stock Exchange for the periods
indicated. The high and low sales prices for our common stock have been adjusted
to reflect the impact of a two-for-one stock split effected on October 21, 2003.

                                                          HIGH           LOW
                                                          ----           ---
         FISCAL YEAR ENDED AUGUST 31, 2002
         First quarter                              $     15.63      $    8.70
         Second quarter                                   20.00          13.95
         Third quarter                                    23.08          18.00
         Fourth quarter                                   21.23          15.44
         FISCAL YEAR ENDED AUGUST 31, 2003
         First quarter                              $     22.40      $   16.55
         Second quarter                                   24.57          16.78
         Third quarter                                    21.64          16.25
         Fourth quarter                                   26.82          20.75
         FISCAL YEAR ENDING AUGUST 31, 2004
         First quarter                              $     33.42      $   25.76
         Second quarter (through February 26, 2004) $     43.10      $   27.95

On November 30, 2003, we had approximately 1,769 stockholders of record of our
common stock.

                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table presents the ratio of earnings to fixed charges for
Actuant Corporation and its consolidated subsidiaries for each of the periods
indicated. The information presented reflects all business units other than the
Electronics Business, which was distributed to shareholders in the spin-off
transaction on July 31, 2000 and is reported in discontinued operations in the
consolidated financial statements. The results of all businesses acquired or
divested during the time periods presented are included in the table from their
respective acquisition dates or up to their respective divestiture dates. As a
result, the data contained in the following table is not fully representative of
the group of business units that comprised our company as of November 30, 2003.

<TABLE>
<CAPTION>
                                                            YEARS ENDED AUGUST 31,                       QUARTER ENDED
                                       -----------------------------------------------------------------  NOVEMBER 30,
                                          1999          2000          2001          2002         2003         2003
                                       -----------   -----------   -----------    ----------    -------- ---------------
<S>                                       <C>           <C>           <C>           <C>          <C>          <C>
Ratio of earnings to fixed charges(1)     2.4x          1.6x          1.8x          1.7x         3.0x         1.2x

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

(1)  The ratio of earnings to fixed charges is determined by dividing net earnings before interest  expense,  taxes
     on income,  amortization of debt expense, and a portion of rent expense deemed  representative of the interest

                                      -29-

<PAGE>

     component by the sum of interest expense,  capitalized  interest,  amortization of debt expense, and a portion
     of rent expense deemed representative of the interest component.

</TABLE>

                                      -30-

<PAGE>

                          DESCRIPTION OF THE DEBENTURES

         The debentures were issued under an indenture, dated as of November 10,
2003 between Actuant Corporation, as issuer, certain of our domestic
subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The
following description is a summary of some of the provisions of the debentures,
the guarantees and the indenture. It does not purport to be complete. This
summary is subject to and is qualified by reference to all the provisions of the
indenture, including the definitions of certain terms used in the indenture. We
urge holders of the debentures to read the indenture because it, and not this
description, defines the rights as a holder of the debentures.

         As used in this "Description of Debentures" section, references to
"Actuant," "we," "our" or "us" refer solely to Actuant Corporation and not to
our subsidiaries, unless the context otherwise requires.

GENERAL

         The debentures are limited to an aggregate principal amount of
$150,000,000. The debentures are issued only in denominations of $1,000 and
multiples of $1,000. We use the term debenture in this prospectus to refer to
each $1,000 principal amount of the debentures. The debentures are convertible
into common stock as described under "--Conversion of the Debentures." The
debentures mature on November 15, 2023, unless earlier converted, redeemed or
repurchased. The debentures are our unsecured senior subordinated obligations,
and the payment of the principal of and interest, contingent interest, if any,
and liquidated damages, if any, on the debentures are subordinated in right of
payment to the prior payment in full of our existing and future "senior
indebtedness" (as defined). The debentures rank equally in right of payment with
our existing and future senior subordinated indebtedness and rank senior in
right of payment to any of our future subordinated indebtedness. The debentures
also rank junior in right of payment to our secured indebtedness (including our
obligations under our senior credit facility) to the extent of the underlying
collateral. At November 30, 2003, our senior indebtedness, excluding senior
indebtedness of our subsidiaries and accrued interest, consisted of
approximately $35.0 million of term loans and approximately $2.0 million of
revolving credit loans and letters of credit. Under our new credit facility
entered into on February 19, 2004, we are permitted to borrow up to $250 million
of revolving credit loans , subject to compliance with covenants and borrowing
conditions.

         The guarantee of the debentures by each subsidiary guarantor is an
unsecured senior subordinated obligation of that subsidiary guarantor, and the
payment of any and all amounts due under that guarantee is subordinated in right
of payment to the prior payment in full of all existing and future senior
indebtedness (including obligations under guarantees of our senior credit
facility) of that subsidiary guarantor. The guarantee of each subsidiary
guarantor ranks equally in right of payment with all existing and future senior
subordinated indebtedness of that subsidiary guarantor, including, in the case
of the initial subsidiary guarantors, their guarantees of our 13% senior
subordinated notes, and senior in right of payment to any future subordinated
indebtedness of that subsidiary guarantor. The guarantee of each subsidiary
guarantor ranks junior in right of payment to any secured obligations (including
its obligations under its guarantee of our senior credit facility) of that
subsidiary guarantor to the extent of the underlying collateral. Although the
subsidiary guarantors had no debt outstanding at November 30, 2003, the
subsidiary guarantors have guaranteed all borrowings and amounts payable by us
under both our old and new senior credit facility. Such guarantees rank senior
in right of payment to the guarantees of the subsidiary guarantors under the
debentures. The initial subsidiary guarantors have also guaranteed our 13%
senior subordinated notes, which guarantees rank pari passu in right of payment
with their guarantees of the debentures. At November 30, 2003, we had
outstanding approximately $37.0 million of borrowings and letters of credit
under our old senior credit facility and $60.8 million of our 13% senior
subordinated notes. The term "subsidiary guarantor" is defined under the heading
"Description of Debentures--Subsidiary Guarantees." The terms "senior
indebtedness" and "senior subordinated indebtedness" are defined under the
heading "Description of Debentures--Ranking."

         A substantial portion of our assets is held by subsidiaries that are
not guarantors of the debentures. Accordingly, the debentures are effectively
subordinated to all existing and future liabilities of these non-guarantor
subsidiaries. See "Risk Factors--The debentures are unsecured and subordinated
to our senior indebtedness, and the guarantee of each subsidiary guarantor is
unsecured and subordinated to its senior indebtedness."

         Neither we nor any of our subsidiaries are subject to any financial
covenants under the indenture.

                                      -31-

<PAGE>

         Holders are not afforded protection under the indenture in the event of
a highly leveraged transaction or a change in control of Actuant except to the
extent described below under "--Repurchase of Debentures at a Holder's Option
Upon a Designated Event."

         Under the indenture governing the debentures, we have agreed, and by
acceptance of a beneficial interest in the debentures each beneficial owner of
the debentures is deemed to have agreed, among other things, for United States
federal income tax purposes, to treat the debentures as indebtedness that is
subject to the regulations governing contingent payment debt instruments and,
for purposes of those regulations, to treat the fair market value of any stock
received upon any conversion of the debentures as a contingent payment, and the
discussion herein assumes that such treatment is correct. However, the
characterization of instruments such as the debentures and the application of
such regulations is not entirely certain in several respects. See "Material
United States Federal Income Tax Considerations."

         The debentures are debt instruments that are subject to the contingent
payment debt regulations. Therefore, the debentures were issued with original
issue discount for United States federal income tax purposes, which we refer to
as tax original issue discount. In general, beneficial owners of the debentures
are required to accrue interest income on the debentures for United States
federal income tax purposes in the manner described herein, regardless of
whether such owners use the cash or accrual method of tax accounting. Beneficial
owners are required, in general, to accrue interest each year, as tax original
issue discount, based on the rate at which we would have issued a noncontingent,
nonconvertible, fixed-rate debt instrument with terms and conditions otherwise
similar to those of the debentures, rather than at a lower rate based on the
accrual on the debentures for non-tax purposes (i.e., in excess of the stated
semiannual regular cash interest payments and any contingent interest payments)
actually received in that year. Accordingly, owners of the debentures generally
are required to include tax original issue discount as interest in taxable
income in each year in excess of the accruals on the debentures for non-tax
purposes. Furthermore, upon a sale, exchange, repurchase by us at the holder's
option, conversion, redemption or retirement of a debenture, holders will
recognize gain or loss equal to the difference between the amount realized and
their adjusted tax basis in the debenture. The amount realized will include the
fair market value of shares of our common stock received upon conversion. Any
gain recognized on a sale, exchange, repurchase by us at the holder's option,
conversion, redemption or retirement of a debenture will be treated as ordinary
interest income. Holders are expected to consult their own tax advisors as to
the United States federal, state, local or other tax consequences of acquiring,
owning and disposing of the debentures.

REGULAR INTEREST

         The debentures bear interest at a rate of 2% per annum from November
10, 2003, or from the most recent date to which interest has been paid or duly
provided for. We will also pay contingent interest under certain circumstances
as described under "--Contingent Interest." We will pay interest, including
contingent interest, if any, semiannually in arrears on May 15 and November 15
of each year, beginning May 15, 2004 (each an "interest payment date"), to
holders of record at the close of business on the preceding May 1 and November 1
(each, a "record date"), respectively.

         We maintain an office in the Borough of Manhattan, The City of New
York, where we will pay the principal and interest on the debentures and holders
may present the debentures for conversion, registration of transfer or exchange
for other denominations, which shall initially be an office or agency of the
trustee. We may pay interest by check mailed to a holder's address as it appears
in the debenture register, provided that holders with an aggregate principal
amount of debentures in excess of $10 million shall be paid, at their written
election, by wire transfer in immediately available funds. However, payments to
The Depository Trust Company, New York, New York, which we refer to as DTC, will
be made by wire transfer of immediately available funds to the account of DTC or
its nominee.

         Interest is computed on the basis of a 360-day year comprised of twelve
30-day months. If any date for the payment of interest, contingent interest, if
any, or liquidated damages, if any, is not a business day, then the applicable
payment will be made on the next succeeding day that is a business day and
without any interest or other payment in respect of the delay. If any redemption
date, repurchase date or maturity date is not a business day, then the payment
of principal and accrued interest, if any, contingent interest, if any, and

- -32-

<PAGE>

liquidated damages, if any, will be made on the next succeeding day that is a
business day and without any interest or other payment in respect of the delay.

CONVERSION OF THE DEBENTURES

         Subject to the conditions and during the periods described below,
holders may convert any of their debentures, in whole or in part, into shares of
our common stock prior to the close of business on the last business day prior
to the final maturity date of the debentures initially at a conversion rate of
25.0563 shares of common stock per $1,000 principal amount of debentures,
subject to adjustment as described below, which represents an initial conversion
price of approximately $39.91 per share. A holder may convert debentures in
denominations of $1,000 principal amount and integral multiples of $1,000.

         To convert debentures into common stock, a holder must do the
following:

     o   complete and deliver a conversion notice to the conversion agent;

     o   if the debenture is in certificated form, surrender the debenture to
         the conversion agent, and furnish, if required, appropriate
         endorsements and transfer documents; and

     o   if required, pay any amounts due, including funds equal to accrued
         interest and contingent interest, if any, under the circumstances
         described below, and taxes or duties, if any.

         The date a holder complies with these requirements is the conversion
date under the indenture. If a holder's interest is a beneficial interest in a
global debenture, to convert such holder must comply with the first and third
requirements listed above and comply with the depositary's procedures for
converting a beneficial interest in a global debenture. A certificate, or a
book-entry transfer through DTC, for the number of full shares of our common
stock into which any debentures are converted, together with a cash payment for
any fractional shares, will be delivered through the conversion agent as soon as
practicable, but no later than the fifth business day, following the conversion
date.

         Upon conversion, a holder will not receive any cash payment of
interest, including contingent interest, if any. We will not issue fractional
common shares upon conversion of the debentures. Instead, we will pay cash in
lieu of fractional shares based on the closing sale price of the common stock on
the trading day prior to the conversion date. Our delivery to the holder of the
full number of shares of our common stock into which a debenture is convertible,
together with any cash payment for such holder's fractional shares, will be
deemed to satisfy our obligation to pay the principal amount of the debenture
and the accrued but unpaid cash interest, including contingent interest, if any,
and accrued tax original issue discount through the conversion date. Thus, the
accrued but unpaid interest, including contingent interest, if any, and accrued
tax original issue discount through the conversion date will be deemed to be
paid in full rather than cancelled, extinguished or forfeited. For a discussion
of the tax treatment to you of receiving our common stock upon conversion, see
"Material United States Federal Income Tax Considerations."

         Notwithstanding the preceding paragraph, if debentures are converted
after a record date but on or prior to the next interest payment date, holders
of such debentures at the close of business on the record date will receive the
interest, including contingent interest, if any, payable on such debentures on
the corresponding interest payment date notwithstanding the conversion. Such
debentures, upon surrender for conversion, must be accompanied by funds equal to
the amount of interest, including contingent interest, if any, which will be
payable on the debentures so converted; provided that no such payment need be
made (1) if we have called the debentures being converted for redemption on a
redemption date that is after that record date but on or prior to the next
interest payment date, (2) if we have specified a repurchase date following a
designated event that is after that record date but on or prior to the next
interest payment date or (3) to the extent of any overdue interest or overdue
contingent interest, if any, at the time of conversion with respect to such
debenture.

         Holders may surrender their debentures for conversion into shares of
our common stock in only the following circumstances:

                                      -33-

<PAGE>

     Conversion Upon Satisfaction of Sale Price Condition

         A holder may surrender any of its debentures for conversion into our
common stock prior to the close of business on the last business day prior to
the maturity date during any fiscal quarter (but only during such fiscal
quarter) commencing after November 30, 2003 if the closing sale price of our
common stock exceeds 120% of the then effective conversion price for at least 20
trading days in the 30 consecutive trading days ending on the last trading day
of the preceding fiscal quarter.

         The "closing sale price" of our common stock on any date means the
closing per share sale price (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average closing bid and the average closing ask prices) on such
date as reported in composite transactions for the principal United States
securities exchange on which our common stock is traded or, if our common stock
is not listed on a United States national or regional securities exchange, as
reported by the Nasdaq National Market, or if our common stock is not quoted on
the Nasdaq National Market, by the National Quotation Bureau Incorporated. In
the absence of such a quotation, we will determine the closing sale price on the
basis we consider appropriate. The "conversion price" as of any day will equal
$1,000 divided by the conversion rate.

     Conversion Upon Notice of Redemption

         If we call debentures for redemption, holders may convert the
debentures or portions thereof called for redemption (and only the debentures or
portions thereof called for redemption) until the close of business on the
business day immediately preceding the redemption date, after which time the
holders' right to convert such debentures will expire unless we default in the
payment of the redemption price. If a holder has already delivered a repurchase
notice or a designated event repurchase notice with respect to a debenture
called for redemption, however, the holder may not surrender that debenture for
conversion until the holder has withdrawn the notice in accordance with the
indenture.

     Conversion Upon Credit Ratings Event

         Holder may convert debentures during any period in which our senior
subordinated debt credit rating is below B3 by Moody's and below B- by Standard
and Poor's or during any period when neither Moody's or Standard and Poor's
rates our senior subordinated debt. If only one such rating agency rates our
senior subordinated debt and such credit rating falls below the applicable level
specified above, holders may convert their debentures during the period such
debt rating is below such level. The debentures will cease to be convertible
pursuant to this paragraph during any period or periods in which the credit
ratings or rating, as the case may be, are above such levels.

     Conversion Upon Specified Transactions

         If we elect to:

     o   distribute to all holders of our common stock certain rights or
         warrants to purchase our common stock for a period expiring within 45
         days of the record date for such distribution at a price less than the
         closing sale price of our common stock on the trading day immediately
         preceding the declaration date for such distribution; or

     o   distribute to all holders of our common stock, assets, debt securities
         or rights to purchase our securities, which distribution has a per
         share value exceeding 15% of the closing sale price of our common stock
         on the trading day preceding the declaration date for such
         distribution;

we must notify the holders of debentures at least 20 days prior to the
ex-dividend date for such distribution. Once we have given such notice, holders
may surrender their debentures for conversion at any time until the earlier of
the close of business on the business day prior to the ex-dividend date or any
announcement by us that such distribution will not take place, even if the
debentures are not otherwise convertible at such time. No holder may exercise
this right to convert if the holder otherwise will participate in the
distribution without conversion. The ex-dividend date is the first date upon

                                      -34-

<PAGE>

which a sale of the common stock does not automatically transfer the right to
receive the relevant distribution from the seller of the common stock to its
buyer.

         In addition, if we are a party to a consolidation, merger, binding
share exchange or sale of all or substantially all of our assets, in each case
pursuant to which our common stock would be converted into cash, securities or
other property, a holder may surrender debentures for conversion at any time
from and after the date that is 15 days prior to the date announced by us as the
anticipated effective date of the transaction until and including the date that
is 15 days after the actual date of such transaction (or, if such merger,
consolidation or share exchange also constitutes a designated event, until the
corresponding designated event repurchase date). If we are a party to a
consolidation, merger, binding share exchange or sale of all or substantially
all of our assets, in each case pursuant to which our common stock is converted
into cash, securities, or other property, then at the effective time of the
transaction, the right to convert a debenture into our common stock will be
changed into a right to convert it into the kind and amount of cash, securities
and other property that a holder would have received if the holder had converted
its debentures immediately prior to the transaction. If the transaction also
constitutes a designated event, a holder can require us to repurchase all or a
portion of their debentures as described under "--Repurchase of Debentures at a
Holder's Option Upon a Designated Event."

     Conversion Rate Adjustments

         The conversion rate is subject to adjustment, without duplication, upon
the occurrence of any of the following events:

         (1)      the issuance of common stock as a dividend or distribution to
                  all holders of our common stock;

         (2)      the issuance to all holders of common stock of rights,
                  warrants or options to purchase our common stock for a period
                  expiring within 45 days of the record date for such
                  distribution at a price less than the average of the closing
                  sale price for the 10 trading days preceding the declaration
                  date for such distribution; provided that the conversion price
                  will be readjusted to the extent that such rights, warrants or
                  options are not exercised;

         (3)      subdivisions, splits or combinations of our common stock;

         (4)      any cash distributions or dividends to all holders of our
                  common stock;

         (5)      distributions to all holders of our common stock of shares of
                  our capital stock, evidences of indebtedness, property or
                  assets, including securities, but excluding dividends or
                  distributions covered by clauses (1), (2) or (4) above;

                           In the event that we distribute capital stock of, or
                  similar equity interests in, a subsidiary or other business
                  unit of ours, then the conversion rate will be adjusted based
                  on the market value of the securities so distributed relative
                  to the market value of our common stock, in each case based on
                  the average closing sales prices of those securities (where
                  such closing prices are available) for the 10 trading days
                  commencing on and including the fifth trading day after the
                  date on which "ex-dividend trading" commences for such
                  distribution on the New York Stock Exchange or such other
                  principal national or regional exchange or market on which the
                  securities are then listed or quoted, or in the absence of
                  such a quotation, a closing sale price determined by us on the
                  basis we consider appropriate;

         (6)      the successful completion of a tender or exchange offer (the
                  "subject offer") by us for our common stock that involves an
                  aggregate consideration that, together with any cash and the
                  fair market value, as of the expiration of the applicable
                  tender or exchange offer (other than consideration payable in
                  respect of any odd-lot tender offer), of consideration paid by
                  us in respect of any other tender or exchange offer or offers
                  for shares of common stock concluded within the preceding 12
                  months, exceeds 1.0% of the average of: (a) the closing sale
                  price of the common stock on each of the ten trading days

                                      -35-

<PAGE>

                  immediately prior to the expiration of the subject offer
                  multiplied by (b) the number of shares of common stock
                  outstanding on such trading day;

         (7)      someone other than us makes a payment in respect of a tender
                  offer or exchange offer in which, as of the closing date of
                  the offer, our board of directors is not recommending
                  rejection of the offer. The adjustment referred to in this
                  clause will only be made if:

                  o   the tender offer or exchange offer is for an amount that
                      increases the offeror's ownership of common stock to more
                      than 50% of the total shares of common stock outstanding;
                      and

                  o   the cash and value of any other consideration included in
                      the payment per share of common stock exceeds the closing
                      sale price per share of common stock on the trading day
                      next succeeding the last date on which tenders or
                      exchanges may be made pursuant to the tender or exchange
                      offer;

                  however, the adjustment referred to in this clause will
                  generally not be made if as of the closing of the offer, the
                  offering documents disclose a plan or an intention to cause us
                  to engage in a consolidation or merger or a sale of all or
                  substantially all of our assets; and

         (8)      successful completion of an exchange offer of our Class B
                  common stock, if any, into shares of our common stock
                  concluded within the preceding 12 months that exceeds 1.0% of
                  the average of (a) the closing sale price of the common stock
                  on each of the ten trading days immediately prior to
                  expiration of the exchange offer multiplied by (b) the number
                  of shares of common stock outstanding on such trading day.

The conversion rate adjustments described in this section do not apply to
dividends or other distributions to holders of our Class B common stock, if any,
except as provided in clause (8) above. No shares of Class B common stock are
currently outstanding.

To the extent that we have a rights plan in effect upon conversion of the
debentures into common stock, holders will receive, in addition to the common
stock, the rights under the rights plan unless the rights have separated from
the common stock at the time of conversion, in which case the conversion rate
will be adjusted as if we distributed to all holders of our common stock, shares
of our capital stock, evidences of indebtedness or assets as described in clause
(5) above, subject to readjustment in the event of the expiration, termination
or redemption of such rights.

         In the event of:

     o   any reclassification of our common stock;

     o   a consolidation, merger or combination involving us; or

     o   a sale or conveyance to another person or entity of all or
         substantially all of our property and assets;

in which holders of our common stock would be entitled to receive stock, other
securities, other property, assets or cash for their common stock, upon
conversion of the debentures a holder will be entitled to receive the same type
of consideration that they would have been entitled to receive if such holder
had converted the debentures into our common stock immediately prior to any of
these events.

         Holders may in certain situations be deemed to have received a
distribution subject to U.S. federal income tax as a dividend in the event of
any taxable distribution to holders of common stock or in certain other
situations requiring a conversion rate adjustment. See "Certain U.S. Federal
Income Tax Considerations."

         We may, from time to time, increase the conversion rate if our board of
directors has made a determination that this increase would be in our best
interests. Any such determination by our board will be conclusive. In addition,
we may increase the conversion rate if our board of directors deems it advisable
to avoid or diminish any income tax to holders of common stock resulting from

                                      -36-

<PAGE>

any stock or rights distribution. See "Certain U.S. Federal Income Tax
Considerations."

         We will not be required to make an adjustment in the conversion rate
unless the adjustment would require a change of at least 1% in the conversion
rate. However, we will carry forward any adjustments that are less than 1% of
the conversion rate. Except as described above in this section, we will not
adjust the conversion rate for any issuance of our common stock or convertible
or exchangeable securities or rights to purchase our common stock or convertible
or exchangeable securities.

         CONTINGENT INTEREST

         Beginning with the six-month interest period commencing November 15,
2010, we will pay contingent interest to the holders of debentures during any
six-month interest period if the trading price, as defined below, of the
debentures for each of the five trading days immediately preceding the first day
of the applicable six-month interest period equals or exceeds 120% of the
principal amount of the debentures.

         During any period when contingent interest shall be payable, the
contingent interest payable per $1,000 principal amount of the debentures will
equal 0.25% per six-month interest period of the average trading price of $1,000
principal amount of the debentures during the five trading days immediately
preceding the first day of the applicable six-month interest period. We will
make contingent interest payments in the same manner as regular interest
payments.

         The "trading price" of the debentures on any date of determination
means the average of the secondary market bid quotations per $1,000 principal
amount of the debentures obtained by the trustee for $10,000,000 principal
amount of the debentures at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers we select, provided that if three such bids cannot reasonably be
obtained by the trustee, but two such bids are obtained, then the average of the
two bids shall be used, and if only one such bid can reasonably be obtained by
the trustee, this one bid shall be used.

         We will notify the holders upon determination that they will be
entitled to receive contingent interest during a six-month interest period.

OPTIONAL REDEMPTION BY ACTUANT

         Prior to November 20, 2010, the debentures are not redeemable. On or
after November 20, 2010, we may redeem the debentures in whole or from time to
time in part at a redemption price equal to 100% of the principal amount of the
debentures being redeemed, plus accrued and unpaid interest, including
contingent interest, if any, and liquidated damages, if any, up to, but
excluding, the redemption date, unless the redemption date falls after a record
date and on or prior to the corresponding interest payment date, in which case
we will pay the full amount of accrued and unpaid interest payment to the
interest payment date, including contingent interest, if any, and liquidated
damages, if any, on such interest payment date to the holder of record at the
close of business on the corresponding record date. We are required to give
notice of redemption by mail to holders not more than 60 but not less than 30
days prior to the redemption date.

         If less than all of the outstanding debentures are to be redeemed, the
trustee will select the debentures to be redeemed in principal amounts of $1,000
or multiples of $1,000 by lot, pro rata or by another method the trustee
considers fair and appropriate. If a portion of a holder's debentures is
selected for partial redemption and such holder converts a portion of their
debentures, the converted portion will be deemed to the extent practicable to be
of the portion selected for redemption.

         We may not redeem the debentures if we have failed to pay any interest
or contingent interest, if any, on the debentures and such failure to pay is
continuing.

                                      -37-

<PAGE>

REPURCHASE AT OPTION OF THE HOLDER

         Holders have the right to require us to repurchase the debentures on
November 15, 2010, November 15, 2013 and November 15, 2018 for cash. We will be
required to repurchase any outstanding debenture for which a holder delivers a
written repurchase notice to the paying agent. The paying agent will initially
be the trustee. This notice must be delivered during the period beginning at any
time from the opening of business on the date that is 20 business days prior to
the relevant repurchase date until the close of business on the last business
day prior to the repurchase date. A holder may withdraw its repurchase notice at
any time prior to the close of business on the last business day prior to the
repurchase date. If a repurchase notice is given and withdrawn during that
period, we will not be obligated to repurchase the debentures listed in the
notice. Our repurchase obligation will be subject to certain additional
conditions.

         The repurchase price payable for a debenture is equal to 100% of the
principal amount of the debentures to be repurchased plus accrued and unpaid
interest, including contingent interest, if any, and liquidated damages, if any,
up to, but excluding, the repurchase date. The portion of the repurchase price
representing accrued and unpaid interest, any contingent interest and liquidated
damages will be paid on the repurchase date to the holders of record at the
close of business on the preceding record date.

         We must give notice of an upcoming repurchase date to all debenture
holders not less than 20 business days prior to the repurchase date at their
addresses shown in the register of the registrar. We will also give notice to
beneficial owners as required by applicable law. This notice will state, among
other things, the repurchase price and the procedures that holders must follow
to require us to repurchase their debentures.

         The repurchase notice from the holder must state:

     o   if certificated debentures have been issued, the debenture certificate
         numbers (or, if the debentures are not certificated, the repurchase
         notice must comply with appropriate DTC procedures);

     o   the portion of the principal amount of the debentures to be
         repurchased, which must be in $1,000 multiples; and

     o   that the debentures are to be repurchased by us pursuant to the
         applicable provisions of the indenture.

         Holders may withdraw any written repurchase notice by delivering a
written notice of withdrawal to the paying agent prior to the close of business
on the last business day prior to the repurchase date. The withdrawal notice
must state:

     o   the principal amount of the withdrawn debentures;

     o   if certificated debentures have been issued, the certificate numbers of
         the withdrawn debentures (or, if the debentures are not certificated,
         the withdrawal notice must comply with appropriate DTC procedures); and

     o   the principal amount, if any, which remains subject to the repurchase
         notice.

         Payment of the repurchase price for a debenture for which a repurchase
notice has been delivered and not withdrawn is conditioned upon book-entry
transfer or delivery of the debenture, together with necessary endorsements, to
the paying agent at its corporate trust office in the Borough of Manhattan, The
City of New York, or any other office of the paying agent, at any time after
delivery of the repurchase notice. Payment of the repurchase price for the
debenture will be made promptly following the later of the repurchase date and
the time of book-entry transfer or delivery of the debenture. If the paying
agent holds money sufficient to pay the repurchase price of the debenture on the
business day following the repurchase date, then, on and after such date:

     o   the debenture will cease to be outstanding;

     o   interest will cease to accrue; and

                                      -38-

<PAGE>

     o   all other rights of the holder will terminate, other than the right to
         receive the repurchase price upon delivery of the debenture.

         This will be the case whether or not book-entry transfer of the
debenture has been made or the debenture has been delivered to the paying agent.
No debentures may be repurchased by us at the option of holders on November 15,
2010, November 15, 2013 or November 15, 2018 if the principal amount of the
debentures has been accelerated, and such acceleration has not been rescinded on
or prior to such date.

         Pursuant to the indenture, we will:

     o   comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable,
         under the Exchange Act;

     o   file a Schedule TO or any successor or similar schedule if required
         under the Exchange Act; and

     o   otherwise comply with all federal and state securities laws in
         connection with any offer by us to repurchase the debentures.

         We may be unable to repurchase the debentures if holders elect to
require us to repurchase the debentures pursuant to this provision. If holders
elect to require us to repurchase the debentures, we may not have enough funds
to pay the repurchase price for all tendered debentures. Our senior credit
agreement contains, and other agreements relating to our indebtedness may
contain, provisions prohibiting repurchase of the debentures. If holders elect
to require us to repurchase the debentures at a time when we are prohibited from
repurchasing debentures, we could seek the consent of our lenders to repurchase
the debentures or attempt to refinance this debt. If we do not obtain consent,
we would not be permitted to repurchase the debentures. Our failure to
repurchase tendered debentures would constitute an event of default under the
indenture, which might constitute a default under the terms of our other
indebtedness. See "Risk Factors--We may be unable to repurchase or repay your
debentures."

REPURCHASE OF DEBENTURES AT A HOLDER'S OPTION UPON A DESIGNATED EVENT

         A holder will have the right to require us to repurchase for cash all
or any part of the debentures after the occurrence of a designated event at a
repurchase price equal to 100% of the principal amount plus accrued and unpaid
interest, including contingent interest, and liquidated damages, if any, up to,
but excluding, the repurchase date. Debentures submitted for repurchase must be
$1,000 or an integral multiple thereof.

         On or before the 20th day after the occurrence of a designated event,
we will provide to all holders of the debentures and the trustee and paying
agent a notice of the occurrence of the designated event and of the resulting
repurchase right. Such notice shall state, among other things, the procedures
that holders must follow to require us to repurchase the debentures, the date of
the designated event and the date we will repurchase the debentures for which we
receive a notice from the holders thereof, as described below, which date shall
not be later than 35 business days after the date of our notice of the
occurrence of the relevant designated event subject to extension to comply with
applicable law (the "designated event repurchase date").

         Simultaneously with providing such notice, we will publish a notice
containing this information in a newspaper of general circulation in The City of
New York, or publish the information on our website or through such other public
medium as we may use at that time.

         To exercise the repurchase right, a holder must deliver, on or before
the 30th business day after the date of our notice of a designated event,
subject to extension to comply with applicable law, the debentures to be
repurchased, duly endorsed for transfer, together with a written repurchase
notice and the form entitled "Form of Designated Event Repurchase Notice" on the
reverse side of the debentures duly completed, to the paying agent. The
repurchase notice must state:

     o   if certificated debentures have been issued, the debenture certificate
         numbers (or, if the debentures are not certificated, the repurchase
         notice must comply with appropriate DTC procedures);

                                      -39-

<PAGE>

     o   the portion of the principal amount of the debentures to be
         repurchased, which must be in $1,000 multiples; and

     o   that the debentures are to be repurchased by us pursuant to the
         applicable provisions of the indenture.

         Holders may withdraw any written repurchase notice by delivering a
written notice of withdrawal to the paying agent prior to the close of business
on the last business day prior to the designated event repurchase date. The
withdrawal notice must state:

     o   the principal amount of the withdrawn debentures;

     o   if certificated debentures have been issued, the certificate numbers of
         the withdrawn debentures (or, if the debentures are not certificated,
         the withdrawal notice must comply with appropriate DTC procedures); and

     o   the principal amount, if any, which remains subject to the repurchase
         notice.

         Payment of the repurchase price for a debenture for which a repurchase
notice has been delivered and not withdrawn is conditioned upon book-entry
transfer or delivery of the debenture, together with necessary endorsements, to
the paying agent at its corporate trust office in the Borough of Manhattan, The
City of New York, or any other office of the paying agent, at any time after
delivery of the repurchase notice. Payment of the designated event repurchase
price for the debenture will be made promptly following the later of the
designated event repurchase date and the time of book-entry transfer or delivery
of the debenture. If the paying agent holds money sufficient to pay the
designated event repurchase price of the debenture on the business day following
the designated event repurchase date, then, on and after such date:

     o   the debenture will cease to be outstanding;

     o   interest will cease to accrue; and

     o   all other rights of the holder will terminate, other than the right to
         receive the designated event repurchase price upon delivery of the
         debenture.

         This will be the case whether or not book-entry transfer of the
debenture has been made or the debenture has been delivered to the paying agent.

         Pursuant to the indenture, we will:

     o   comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable,
         under the Exchange Act;

     o   file a Schedule TO or any successor or similar schedule if required
         under the Exchange Act; and

     o   otherwise comply with all federal and state securities laws in
         connection with any offer by us to repurchase the debentures.

         A "designated event" will be deemed to have occurred if any of the
following occurs:

     o   any "person" or "group" (as such terms are used in Sections 13(d) and
         14(d) of the Exchange Act) other than us, our subsidiaries or our or
         their employee benefit plans becomes the "beneficial owner" (as defined
         in Rules 13d-3 and 13d-5 of the Exchange Act, except that a person
         shall be deemed to have beneficial ownership of all shares that such
         person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of more than 50% of the total voting power of our outstanding voting
         stock (for the purpose of this bullet point a person shall be deemed to
         beneficially own the voting stock of a corporation that is beneficially
         owned by another corporation (a "parent corporation") if such person

                                      -40-

<PAGE>

         beneficially owns at least 50% of the aggregate voting power of all
         classes of voting stock of such parent corporation);

     o   during any period of two consecutive years, individuals who at the
         beginning of such period constituted our board of directors (together
         with any new directors whose election to such board or whose nomination
         for election by our stockholders, was approved by a vote of at least
         66?% of the directors then still in office who were either directors at
         the beginning of such period or whose election or nomination for
         election was previously so approved) cease for any reason to constitute
         a majority of such board of directors then in office;

     o   we consolidate with or merge with or into any person or convey,
         transfer, sell, or otherwise dispose of or lease all or substantially
         all of our assets to any person, or any corporation consolidates with
         or merges into or with us, in any such event pursuant to a transaction
         in which any of our outstanding common stock or other voting stock is
         changed into or exchanged for cash, securities or other property, other
         than any such transaction where none of our outstanding common stock or
         other voting stock is changed or exchanged at all (except to the extent
         necessary to reflect a change in our jurisdiction of incorporation), or
         where (A) all of our outstanding common stock and other voting stock is
         changed into or exchanged for (x) voting stock of the surviving
         corporation which is not "disqualified equity interests" or (y) cash,
         securities and other property (other than equity interests of the
         surviving corporation) and (B) no "person" or "group" owns immediately
         after such transaction, directly or indirectly, more than 50% of the
         total voting power of the outstanding voting stock of the surviving
         corporation, other than any "person" or "group" who owned more than 50%
         of the total voting power of our outstanding voting stock immediately
         prior to such transaction;

     o   we are liquidated or dissolved or adopt a plan of liquidation or
         dissolution other than in a transaction which complies with the
         provisions described under "--Merger and Sale of Assets"; or

     o   our common stock ceases to be listed on the New York Stock Exchange or
         another established national securities exchange or automated
         over-the-counter trading market in the United States.

         However, a designated event will not be deemed to have occurred if
         either:

         (1)      the closing sale price of our common stock for any five
                  trading days within:

     o   the period of ten consecutive trading days immediately after the later
         of the designated event or the public announcement of the designated
         event, in the case of a designated event resulting solely from a
         designated event under the first bullet point above; or

     o   the period of ten consecutive trading days immediately preceding the
         designated event, in the case of a designated event under the second,
         third and fourth bullet points above;

         is at least equal to 105% of the quotient where the numerator is $1,000
         and the denominator is the conversion rate in effect on each of those
         five trading days; or

         (2)      in the case of a merger or consolidation, at least 95% of the
                  consideration, excluding cash payments for fractional shares,
                  in the merger or consolidation constituting the designated
                  event, consists of common stock traded on a United States
                  national securities exchange or quoted on the Nasdaq National
                  Market system (or which will be so traded or quoted when
                  issued or exchanged in connection with such designated event)
                  and as a result of such transaction or transactions the
                  debentures become convertible solely into such common stock.

         For purposes of this designated event definition, "voting stock" means
stock of the class or classes pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation or other entity
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

                                      -41-

<PAGE>

         The definition of designated event includes a phrase relating to the
conveyance, transfer, sale, lease or other disposition of "all or substantially
all" of our assets. There is no precise, established definition of the phrase
"substantially all" under New York law, which governs the indenture and
debentures, or under the laws of Wisconsin, our state of incorporation.
Accordingly, a holder's ability to require us to repurchase its debentures as a
result of a conveyance, transfer, sale, lease or other disposition of less than
all of our assets may be uncertain.

         This designated event repurchase feature may make more difficult or
discourage a takeover of us and the removal of incumbent management. However, we
are not aware of any specific effort to accumulate shares of our capital stock
with the intent to obtain control of us by means of a merger, tender offer,
solicitation or otherwise. In addition, the designated event repurchase feature
is not part of a plan by management to adopt a series of anti-takeover
provisions.

         We could, in the future, enter into certain transactions, including
recapitalizations, that would not constitute a designated event but would
increase the amount of debt outstanding or otherwise adversely affect a holder.
Neither we nor our subsidiaries are prohibited from incurring debt under the
indenture. The incurrence of significant amounts of additional debt could
adversely affect our ability to service our debt, including the debentures.

         We may be unable to repurchase the debentures if holders elect to
require us to repurchase the debentures pursuant to this provision. If holders
elect to require us to repurchase the debentures, we may not have enough funds
to pay the designated event repurchase price for all tendered the debentures.
Our senior credit agreement contains, and other agreements relating to our
indebtedness may contain, provisions prohibiting repurchase of the debentures.
If holders elect to require us to repurchase the debentures at a time when we
are prohibited from repurchasing debentures, we could seek the consent of our
lenders to repurchase the debentures or attempt to refinance this debt. If we do
not obtain consent, we would not be permitted to repurchase the debentures. Our
failure to repurchase tendered debentures would constitute an event of default
under the indenture, which might constitute a default under the terms of our
other indebtedness. See "Risk Factors--We may be unable to repurchase or repay
your debentures."

MERGER AND SALE OF ASSETS

         The indenture provides that we may not consolidate with or merge with
or into any other person or sell, convey, transfer or lease our properties and
assets as an entirety or substantially as an entirety to another person, unless
among other items:

     o   we are the surviving person, or the resulting, surviving or transferee
         person, if other than us, is organized and existing under the laws of
         the United States, any state thereof or the District of Columbia;

     o   the successor person assumes, by supplemental indenture satisfactory in
         form and substance to the trustee, all of our obligations under the
         debentures, the registration rights agreement and the indenture;

     o   after giving effect to such transaction, there is no event of default,
         and no event which, after notice or passage of time or both, would
         become an event of default; and

     o   we have delivered to the trustee an officers' certificate and an
         opinion of counsel each stating that such consolidation, merger, sale,
         conveyance, transfer or lease complies with these requirements.

         When such a person assumes our obligations in such circumstances,
subject to certain exceptions, we shall be discharged from all obligations under
the debentures, the registration rights agreement and the indenture.

         The indenture does not limit or restrict the ability of any subsidiary
guarantor to consolidate with or merge with or into any person or sell, convey,
transfer or lease its property or assets.

EVENTS OF DEFAULT; NOTICE AND WAIVER

         The following will be "events of default" under the indenture:

                                      -42-

<PAGE>

     o   default in payment of any principal of the debentures when the same
         becomes due and payable, whether at maturity, upon redemption,
         repurchase or following a designated event or otherwise;

     o   default for 30 days in payment of any interest, including contingent
         interest, if any, when due and payable on the debentures;

     o   default in our obligations to satisfy our conversion obligation upon
         exercise of a holder's conversion right, unless such default is cured
         within ten days after written notice of default is given to us by the
         trustee or the holder of such debenture;

     o   our indebtedness or indebtedness of any subsidiary guarantor or any of
         our significant subsidiaries, as defined (other than indebtedness that
         is owed to us or any of our subsidiaries) is not paid within any
         applicable grace period after the final maturity of such indebtedness
         or is accelerated by the holders thereof due to a default under the
         terms therein and the total amount of such indebtedness unpaid or
         accelerated exceeds $7.5 million (or its equivalent in any other
         currency or currencies);

     o   failure by us to comply with our obligations under "--Merger and Sale
         of Assets;"

     o   default in our performance of our covenants described under
         "--Repurchase of Debentures at a Holder's Option Upon a Designated
         Event" (other than a failure to repurchase debentures, which would
         constitute an event of default under some of the other provisions
         described above);

     o   default in our or any subsidiary guarantor's performance of any other
         covenants or agreements contained in the indenture or the debentures or
         guarantees for 60 days after written notice to us by the trustee or by
         the holders of at least 25% in aggregate principal amount of the
         debentures then outstanding;

     o   any judgment or decree for the payment of money in excess of $7.5
         million (excluding judgments to the extent covered by insurance by one
         or more reputable insurers and as to which such insurers have
         acknowledged coverage for) is entered against us, any subsidiary
         guarantor or any significant subsidiary, remains outstanding for a
         period of 60 days following entry of such judgment and is not
         discharged, bonded, waived or stayed within 30 days after written
         notice;

     o   a guarantee of a significant subsidiary ceases to be in full force and
         effect (other than in accordance with the terms of the indenture) or is
         declared to be null and void and unenforceable or the guarantee of a
         significant subsidiary is found to be invalid or a subsidiary guarantor
         that is a significant subsidiary denies its liability under its
         guarantee (other than by reason of release of the subsidiary guarantor
         in accordance with the terms of the indenture), provided, however, that
         an event of default will also be deemed to occur with respect to
         subsidiary guarantors that are not significant subsidiaries
         ("insignificant subsidiaries") if the guarantees of such insignificant
         subsidiaries cease to be in full force and effect (other than in
         accordance with the terms of the indenture) or are declared null and
         void and unenforceable or the guarantees of such insignificant
         subsidiaries are found to be invalid or such insignificant subsidiaries
         deny their liability under their guarantees (other than by reason of
         release of the subsidiary guarantors in accordance with the terms of
         the indenture), if when aggregated and taken as a whole, those
         insignificant subsidiaries providing guarantees on the debentures would
         meet the definition of a significant subsidiary; and

     o   certain events of bankruptcy, insolvency and reorganization of us, any
         subsidiary guarantor or any of our significant subsidiaries.

         The term "significant subsidiary" means any of our subsidiaries that is
a "significant subsidiary," as defined in Rule 1-02(w) of Regulation S-X.

         We will deliver to the trustee, written notice of any event of default
under the fourth or seventh bullet above within 30 days of its occurrence. In
addition, we will give written notice to the trustee within 30 days of any event
which with the giving of notice or the lapse of time would become an event of
default under the ninth bullet above.

                                      -43-

<PAGE>

         The trustee may withhold notice to the holders of the debentures of any
default, except defaults in payment of principal, interest, including contingent
interest, if any, or liquidated damages, if any, on the debentures. However, the
trustee must consider it to be in the interest of the holders of the debentures
to withhold this notice.

         If an event of default (other than an event of default due to certain
events of bankruptcy, insolvency or reorganization of us) occurs and continues,
the trustee or the holders of at least 25% in principal amount of the
outstanding debentures may declare the principal of and accrued and unpaid
interest, contingent interest, if any, and liquidated damages, if any, on the
outstanding debentures to be immediately due and payable. In case an event of
default due to events of bankruptcy, insolvency or reorganization involving us
occurs and continues, the principal of and accrued and unpaid interest,
contingent interest, if any, and liquidated damages, if any, on the debentures
will automatically become due and payable. However, if we cure all defaults,
except the nonpayment of principal, interest, contingent interest, if any, and
liquidated damages, if any, that became due as a result of the acceleration, and
meet certain other conditions, with certain exceptions, this declaration may be
cancelled by the holders of a majority of the principal amount of outstanding
debentures.

         Payments of principal of and interest, including contingent interest,
if any, or liquidated damages, if any, on the debentures that are not made when
due will accrue interest from the required payment date at the annual rate of 1%
above the then applicable interest rate for the debentures.

         The holders of a majority of outstanding debentures will have the right
to direct the time, method and place of any proceedings for any remedy available
to the trustee, subject to limitations specified in the indenture.

         No holder of the debentures may pursue any remedy under the indenture,
except in the case of a default in the payment of principal of, or interest,
including contingent interest, if any, or liquidated damages, if any, on the
debentures, or for a failure to convert debentures, unless:

     o   the holder has given the trustee written notice of an event of default;

     o   the holders of at least 25% in principal amount of outstanding
         debentures make a written request, and offer reasonable indemnity, to
         the trustee to pursue the remedy;

     o   the trustee does not receive an inconsistent direction from the holders
         of a majority in principal amount of the debentures within 60 days
         after receipt of the request and offer of indemnity; and

     o   the trustee fails to comply with the request within 60 days after
         receipt of the request and offer of indemnity.

         We will deliver to the trustee, within 120 days after the end of each
fiscal year, an officers' certificate as to such officers' knowledge of our and
each guarantor's compliance with all conditions and covenants on its part
contained in the indenture and stating whether or not the signer knows of any
default or event of default.

MODIFICATION AND WAIVER

         The consent of the holders of a majority in principal amount of the
outstanding debentures is required to modify or amend the indenture. However, a
modification or amendment requires the consent of the holder of each outstanding
debenture if it would:

     o   extend the fixed maturity of any debenture;

     o   reduce the rate or extend the time for payment of interest or
         contingent interest, if any, or liquidated damages, if any, of any
         debenture;

     o   reduce the principal amount or premium of any debenture;

     o   reduce any amount payable upon redemption or repurchase of any
         debenture;

                                      -44-

<PAGE>

     o   adversely change our obligation to redeem any debentures on a
         redemption date;

     o   adversely change our obligation to repurchase any debenture at the
         option of the holder;

     o   adversely change our obligation to repurchase any debenture upon a
         designated event;

     o   impair the right of a holder to institute suit for payment on any
         debenture;

     o   change the currency in which any debenture is payable;

     o   impair the right of a holder to convert any debenture or reduce the
         number of shares of common stock or any other property receivable upon
         conversion;

     o   affect the ranking of the debentures or the guarantees or change the
         definition of senior indebtedness;

     o   release any subsidiary guarantor that is a significant subsidiary from
         any of its obligations under its guarantee or the indenture other than
         in accordance with the terms of the indenture;

     o   reduce the quorum or voting requirements under the indenture; or

     o   subject to specified exceptions, modify certain of the provisions of
         the indenture relating to modification or waiver of provisions of the
         indenture.

         We may amend or supplement the indenture or waive any provision of it
without the consent of any holders of debentures in some circumstances,
including:

     o   to cure any ambiguity, omission, defect or inconsistency;

     o   to provide for the assumption of our obligations under the indenture by
         a successor upon any merger, consolidation or asset transfer permitted
         under the indenture;

     o   to comply with any requirement to effect or maintain the qualification
         of the indenture under the Trust Indenture Act of 1939;

     o   to add covenants that would benefit the holders of debentures or to
         surrender any rights we have under the indenture;

     o   to add events of default with respect to the debentures; or

     o   to make any change that does not adversely affect any outstanding
         debentures in any material respect.

         The holders of a majority in principal amount of the outstanding
debentures generally may waive any existing or past default or event of default.
Those holders may not, however, waive any default or event of default in any
payment on any debenture or compliance with a provision that cannot be amended
or supplemented without the consent of each holder affected.

PROHIBITION OF INCURRENCE OF SENIOR SUBORDINATED DEBT

         Neither we nor any subsidiary guarantor will incur or suffer to exist
indebtedness that is senior in right of payment to the debentures or such
subsidiary guarantor's guarantee and subordinate in right of payment to any of
our other indebtedness or the indebtedness of such subsidiary guarantor, as the
case may be.

                                      -45-

<PAGE>

SUBSIDIARY GUARANTEES

         Our obligations pursuant to the debentures, including the repurchase
obligation at the option of the holders or resulting from a designated event,
are fully and unconditionally guaranteed, jointly and severally, on an unsecured
senior subordinated basis, by the subsidiary guarantors. The subsidiary
guarantors have agreed to pay, in addition to the amounts stated above, any and
all out-of-pocket expenses (including reasonable counsel fees and expenses)
incurred by the trustee and the holders in enforcing any rights under the
guarantees with respect to the subsidiary guarantors. Each guarantor is
wholly-owned by Actuant Corporation.

         Each guarantee is limited to an amount not to exceed the maximum amount
that can be guaranteed by the applicable subsidiary guarantor, after giving
effect to all of its other liabilities, contingent or otherwise (including,
without limitation, any guarantees under the senior credit facility or the 13%
senior subordinated notes), without rendering its guarantee voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws. If any guarantee were to be rendered voidable, it could be
subordinated by a court to all other indebtedness (including guarantees and
other contingent liabilities) of the relevant subsidiary guarantor, and,
depending on the amount of such indebtedness, the subsidiary guarantor's
liability on its guarantee could be reduced to zero. See "Risk Factors--Federal
and state statutes may allow courts to void or subordinate guarantees and other
laws may limit payments under the guarantees."

         Upon the sale or other disposition (including by way of consolidation
or merger) of the capital stock of a subsidiary guarantor so that it no longer
constitutes a subsidiary and so long as all guarantees by such subsidiary
guarantor of any of our other senior subordinated or subordinated indebtedness
are terminated, such subsidiary guarantor will be released and relieved from all
its obligations under the indenture and its guarantee of the debentures shall
terminate. In addition, if the lenders under the 13% senior subordinated notes
release the guarantee of any guarantor under the 13% senior subordinated notes
that is also a subsidiary guarantor, such subsidiary guarantor will be
automatically released and relieved of all of its obligations under the
indenture and its guarantee of the debentures will terminate; provided, however,
if at any time after such release such subsidiary guarantor again becomes a
guarantor under the 13% senior subordinates notes, we shall cause such
subsidiary guarantor to unconditionally guarantee, pursuant to a supplemental
indenture executed and delivered to the trustee and in the form satisfactory to
the trustee (together with an officers' certificate and an opinion of counsel
each stating that such supplemental indenture complies with the indenture), on a
senior subordinated basis, all of our obligations under the debentures and the
indenture to the same extent as it guarantees our obligations under the 13%
senior subordinated notes.

         "Subsidiary guarantors" means (1) each of our subsidiaries providing
guarantees under our 13% senior subordinated notes on the date of the indenture
and (2) any subsidiary of ours that provides a guarantee pursuant to the
covenant described under "--Future Guarantors" or otherwise in the future
executes a supplemental indenture in which such subsidiary unconditionally
guarantees on a senior subordinated basis our obligations under the debentures
and the indenture; provided that any person constituting a subsidiary guarantor
as described above shall cease to constitute a subsidiary guarantor when its
respective subsidiary guarantee is released in accordance with the terms of the
indenture.

FUTURE GUARANTORS

         If any of our subsidiaries provides (i) a guarantee of the 13% senior
subordinated notes or (ii) if we issue senior subordinated debt or subordinated
debt and such senior subordinated debt or subordinated debt is guaranteed by any
of our subsidiaries, then such subsidiary will (1) by a supplemental indenture
executed and delivered to the trustee, in form satisfactory to the trustee,
unconditionally guarantee on a senior subordinated basis all of our obligations
under the debentures and the indenture; and (2) deliver to the trustee an
officers' certificate and an opinion of counsel each stating that such
supplemental indenture complies with the indenture. Thereafter, such subsidiary
shall be a subsidiary guarantor for all purposes of the indenture. Without
limitation to the foregoing and anything in the indenture notwithstanding, each
of our subsidiaries which at any time guarantees the 13% senior subordinated
notes shall, so long as it remains a guarantor of the 13% senior subordinated
notes, also guarantee the debentures on a senior subordinated basis pursuant to
the indenture and a guarantee.

                                      -46-

<PAGE>

RANKING

         The indebtedness evidenced by the debentures and the subsidiary
guarantees constitutes senior subordinated obligations of us and the subsidiary
guarantors, respectively. The payment of the principal of and interest,
contingent interest, if any, and liquidated damages, if any, on the debentures
and the payments under each guarantee will be subordinate in right of payment to
the prior payment in full in cash of all of our senior indebtedness and all
senior indebtedness of the applicable subsidiary guarantor, respectively,
including obligations under the senior credit facility.

         See "--General" above for information on the amount of our senior
indebtedness and the senior indebtedness of our subsidiary guarantors as of a
recent date.

         The obligations of a subsidiary guarantor under its subsidiary
guarantee are subordinate in right of payment to the prior payment in full in
cash of all senior indebtedness of such subsidiary guarantor, including its
guarantee of obligations under the senior credit facility. Except as noted, the
terms of the subordination provisions described herein with respect to our
obligations under the debentures apply in a similar fashion to each subsidiary
guarantor and the obligations of such subsidiary guarantor under its guarantee.

         Only our senior indebtedness ranks senior in right of payment to the
debentures pursuant to the provisions of the indenture, and only senior
indebtedness of a subsidiary guarantor ranks senior in right of payment to the
guarantee of that subsidiary guarantor pursuant to the provisions of the
indenture. The debentures and the guarantee of any subsidiary guarantor in all
respects have the same rank in right of payment as all our other senior
subordinated indebtedness and all other senior subordinated indebtedness of that
subsidiary guarantor, respectively, and rank senior in right of payment to any
of our future subordinated indebtedness and any future subordinated indebtedness
of that subsidiary guarantor, respectively.

         We are not permitted to pay principal of, or interest or contingent
interest, if any, or liquidated damages, if any, on the debentures and may not
repurchase, redeem or otherwise retire any debentures (collectively, "pay the
debentures") if:

     o   any of our designated senior indebtedness, as defined below, is not
         paid in cash when due; or

     o   any other default on our designated senior indebtedness occurs and the
         maturity of such designated senior indebtedness is accelerated in
         accordance with its terms;

unless, in either case, the default has been cured or waived and any such
acceleration has been rescinded or such designated senior indebtedness has been
paid in full in cash. Regardless of the foregoing, we are permitted to pay the
debentures if we and the trustee receive written notice approving such payment
from representatives of the designated senior indebtedness.

         During the continuance of any default (other than a default described
in the bullet points in the preceding paragraph with respect to any of our
designated senior indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or after the expiration of any applicable
grace periods, we are not permitted to make a payment on the debentures for a
period (a "payment blockage period") commencing upon the receipt by the trustee
(with a copy to us) of written notice (a "blockage notice") of such default from
the representative of the holders of such designated senior indebtedness
specifying an election to effect a payment blockage period and ending 179 days
thereafter. The payment blockage period will end earlier if such payment
blockage period is terminated:

     o   by written notice to the trustee and to us from the person or persons
         who gave such blockage notice;

     o   because the default giving rise to such blockage notice is cured,
         waived or no longer continuing; or

     o   because such designated senior indebtedness has been discharged or paid
         in full in cash.

                                      -47-

<PAGE>

Notwithstanding the provisions described above, unless the holders of such
designated senior indebtedness or the representative of such holders have
accelerated the maturity of such designated senior indebtedness, we are
permitted to resume paying the debentures after the end of such payment blockage
period. The debentures shall not be subject to more than one payment blockage
period in any consecutive 360-day period irrespective of the number of defaults
with respect to our designated senior indebtedness during such period and no
default that existed upon the commencement of a payment blockage period with
respect to our designated senior indebtedness initiating such payment blockage
(whether or not such default is on the same issue of designated senior
indebtedness) shall be made the basis for the commencement of any other payment
blockage period by the representatives of the holders of such designated senior
indebtedness, unless such default has been cured or waived for a period of not
less than 90 consecutive days subsequent to the commencement of such initial
payment blockage period.

         Each subsidiary guarantor and its guarantee are subject to payment
blockage provisions substantially similar to those described in the preceding
two paragraphs, except that such subsidiary guarantor will be prohibited from
making payments under its guarantee by payment defaults under, acceleration of
or other defaults permitting acceleration under either designated senior
indebtedness of such subsidiary guarantor or our designated senior indebtedness.

         Upon any payment or distribution of our assets or assets of any
subsidiary guarantor upon a total or partial liquidation or dissolution of us or
such subsidiary guarantor or in a bankruptcy, insolvency, receivership or
reorganization or similar proceeding relating either to us or such subsidiary
guarantor:

     o   the holders of our senior indebtedness or the senior indebtedness of
         such subsidiary guarantor, as the case may be, will be entitled to
         receive payment in full in cash of such senior indebtedness before the
         holders of the debentures are entitled to receive any payment from us
         or pursuant to the guarantee of such subsidiary guarantor, as the case
         may be;

     o   until our senior indebtedness or the senior indebtedness of such
         subsidiary guarantor is paid in full in cash, any payment or
         distribution to which holders of the debentures would be entitled but
         for the subordination provisions of the indenture will be made to
         holders of such senior indebtedness as their interests may appear; and

     o   if a distribution is made to holders of the debentures that, due to the
         subordination provisions, should not have been made to them, such
         holders of the debentures are required to hold it in trust for the
         holders of senior indebtedness and pay it over to them as their
         interests may appear.

         If payment or distribution of the debentures is accelerated because of
an event of default, we or the trustee shall promptly notify the holders of
designated senior indebtedness or the representative of such holders of the
acceleration.

         No provision contained in the indenture or the debentures will affect
our obligation, which is absolute and unconditional, to pay the debentures when
due. The subordination provisions of the indenture will not prevent the
occurrence of any default or event of default under the indenture.

         By reason of the subordination provisions contained in the indenture,
in the event of a bankruptcy, liquidation, insolvency or similar proceeding, our
creditors or creditors of a subsidiary guarantor who are holders of our senior
indebtedness or senior indebtedness of a subsidiary guarantor, as the case may
be, may recover more, ratably, than the holders of the debentures, and our
creditors or creditors of a subsidiary guarantor who are not holders of senior
indebtedness may recover less, ratably, than holders of senior indebtedness and
may recover more, ratably, than the holders of the debentures.

         "Credit facility" means our senior credit facility (including all
documents entered into by us and any of our subsidiaries in connection
therewith), dated as of May 22, 2002, among us, and the agents and lenders named
therein, and any other bank credit agreement or similar facility entered into in
the future by us or any subsidiary guarantor, as any of the same, in whole or in
part, may be amended, renewed, extended, increased, substituted, refinanced,

- -48-

<PAGE>

restructured or replaced (including, without limitation, any successive
renewals, extensions, increases, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing).

         "Designated senior indebtedness" means (1) the indebtedness under the
Credit Facility and (2) any other of our senior indebtedness which, at the date
of determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend
up to, at least $25 million and is specifically designated by us in the
instrument evidencing or governing such senior indebtedness as designated senior
indebtedness for purposes of the indenture.

         "indebtedness" shall have the meaning set forth in the indenture.

         "Senior indebtedness" of a person means

         (1)      indebtedness of such person, whether outstanding on the date
                  of the indenture or thereafter incurred;

         (2)      accrued and unpaid interest (including interest accruing on or
                  after the filing of any petition in bankruptcy or for
                  reorganization relating to such person to the extent
                  post-filing interest is allowed in such proceeding) in respect
                  of (A) indebtedness of such person for money borrowed and (B)
                  indebtedness evidenced by notes, debentures, bonds or other
                  similar instruments for the payment of which such person is
                  responsible or liable unless, in the case of (1) and (2), in
                  the instrument creating or evidencing the same or pursuant to
                  which the same is outstanding, it is provided that such
                  obligations are subordinate in right of payment to the
                  debentures; and

         (3)      indebtedness under the Credit Facility,

         provided, however, that senior indebtedness shall not include

         (1)      any obligation of such person to any subsidiary,

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

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

         (4)      any indebtedness of such person (and any accrued and unpaid
                  interest in respect thereof) which is subordinate or junior in
                  any respect to any other indebtedness or other obligation of
                  such person.

         "Senior subordinated indebtedness" means (i) with respect to us, the
debentures, our 13% senior subordinated notes and any other indebtedness of ours
that specifically provides that such indebtedness is to have the same rank as
the debentures in right of payment and is not subordinated by its terms in right
of payment to any indebtedness or other obligation of ours which is not senior
indebtedness and (ii) with respect to any subsidiary guarantor, its guarantee of
the debentures, its guarantee of our 13% senior subordinated notes and any other
indebtedness of such subsidiary guarantor that specifically provides that such
indebtedness is to have the same rank as such subsidiary's guarantee of the
debentures in right of payment and is not subordinated by its term in right or
payment to any indebtedness or other obligation of such subsidiary guarantor
which is not senior indebtedness.

         "Subsidiary" means, in respect of any person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of capital stock or other interests (including
partnership interests) 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 (1) such person,
(2) such person and one or more subsidiaries of such person, or (3) one or more
subsidiaries of such person.

                                      -49-

<PAGE>

FORM, DENOMINATION AND REGISTRATION

         The debentures are issued:

     o   in fully registered form;

     o   without interest coupons; and

     o   in denominations of $1,000 principal amount and integral multiples of
         $1,000.

     Global Debenture, Book-Entry Form

         Debentures are evidenced by one or more global debentures. We have
deposited the global debenture with DTC and registered the global debenture in
the name of Cede & Co. as DTC's nominee. Except as set forth below, a global
debenture may be transferred, in whole or in part, only to another nominee of
DTC or to a successor of DTC or its nominee.

         Beneficial interests in a global debenture may be held through
organizations that are participants in DTC (called "participants"). Transfers
between participants will be effected in the ordinary way in accordance with DTC
rules and will be settled in clearing house funds. The laws of some states
require that certain persons take physical delivery of securities in definitive
form. As a result, the ability to transfer beneficial interests in the global
debenture to such persons may be limited.

         Beneficial interests in a global debenture held by DTC may be held only
through participants, or certain banks, brokers, dealers, trust companies and
other parties that clear through or maintain a custodial relationship with a
participant, either directly or indirectly (called "indirect participants"). So
long as Cede & Co., as the nominee of DTC, is the registered owner of a global
debenture, Cede & Co. for all purposes will be considered the sole holder of
such global debenture. Except as provided below, owners of beneficial interests
in a global debenture will:

     o   not be entitled to have certificates registered in their names;

     o   not receive physical delivery of certificates in definitive registered
         form; and

     o   not be considered holders of the global debenture.

         We will pay principal of and interest, including contingent interest,
if any, on and the redemption price and the repurchase price of a global
debenture to Cede & Co., as the registered owner of the global debenture, by
wire transfer of immediately available funds on each interest payment date or
the redemption or repurchase date or maturity date, as the case may be. Neither
we, the trustee nor any paying agent will be responsible or liable:

     o   for the records relating to, or payments made on account of, beneficial
         ownership interests in a global debenture; or

     o   for maintaining, supervising or reviewing any records relating to the
         beneficial ownership interests.

         Neither we, the trustee, registrar, paying agent nor conversion agent
have any responsibility for the performance by DTC or its participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations. DTC has advised us that it will take any
action permitted to be taken by a holder of debentures, including the
presentation of debentures for conversion, only at the direction of one or more
participants to whose account with DTC interests in the global debenture are
credited, and only in respect of the principal amount of the debentures
represented by the global debenture as to which the participant or participants
has or have given such direction.

         DTC has advised us that it is:

                                      -50-

<PAGE>

     o   a limited purpose trust company organized under the laws of the State
         of New York, and a member of the Federal Reserve System;

     o   a "clearing corporation" within the meaning of the Uniform Commercial
         Code; and

     o   a "clearing agency" registered pursuant to the provisions of Section
         17A of the Exchange Act.

         DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes to the accounts of its
participants. Participants include securities brokers, dealers, banks, trust
companies and clearing corporations and other organizations. Some of the
participants or their representatives, together with other entities, own DTC.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

         DTC has agreed to the foregoing procedures to facilitate transfers of
interests in a global debenture among participants. However, DTC is under no
obligation to perform or continue to perform these procedures, and may
discontinue these procedures at any time.

         We will issue debentures in definitive certificate form only if:

     o   DTC notifies us that it is unwilling or unable to continue as
         depositary or DTC ceases to be a clearing agency registered under the
         Securities and Exchange Act of 1934, as amended, and a successor
         depositary is not appointed by us within 90 days;

     o   an event of default shall have occurred and the maturity of the
         debentures shall have been accelerated in accordance with the terms of
         debentures and any holder shall have requested in writing the issuance
         of definitive certificated debentures; or

     o   we have determined in our sole discretion that debentures shall no
         longer be represented by global debentures.

RULE 144A INFORMATION REQUEST

         We will furnish to the holders or beneficial holders of the debentures
or the common stock issued on conversion of the debentures and prospective
purchasers, upon their request, the information, if any, required under Rule
144A(d)(4) under the Securities Act until such time as such securities are no
longer "restricted securities" within the meaning of Rule 144 under the
Securities Act, assuming these securities have not been owned by an affiliate of
ours.

INFORMATION CONCERNING THE TRUSTEE

         We have appointed U.S. Bank, National Association, the trustee under
the indenture, as paying agent, conversion agent and debenture registrar for the
debentures. The trustee is also a lender under the senior credit facility.

         The trustee or its affiliates may also provide other services to us in
the ordinary course of their business. The indenture contains certain
limitations on the rights of the trustee, if it or any of its affiliates is then
our creditor, to obtain payment of claims in certain cases or to realize on
certain property received on any claim as security or otherwise. The trustee and
its affiliates will be permitted to engage in other transactions with us.
However, if the trustee or any affiliate continues to have any conflicting
interest and a default occurs with respect to the debentures, the trustee must
eliminate such conflict or resign.

         The indenture does not require that the trustee expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties under the indenture or in the exercise of any of its rights or powers

                                      -51-

<PAGE>

unless the trustee shall have received adequate indemnity in its opinion against
potential costs and liabilities relating to its performance.

GOVERNING LAW

         The debentures and the indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.

                               REGISTRATION RIGHTS

         On November 10, 2003, we and the subsidiary guarantors entered into a
registration rights agreement with the initial purchasers of the debentures
pursuant to which we agreed to file a shelf registration statement with the SEC
covering resales of the registrable securities within 90 days after November 10,
2003, the date on which the debentures were originally issued. We also agreed to
use our reasonable best efforts to cause the shelf registration statement to
become effective within 180 days after November 10, 2003 and to use our
reasonable best efforts to keep the shelf registration statement effective
until, in general, the date on which there are no longer any registrable
securities outstanding. Accordingly, we anticipate that our obligation to keep
the shelf registration statement effective will terminate no later than November
10, 2004, and may terminate earlier. No owner of registrable securities may use
this prospectus in connection with any resale or other transfer of those
registrable securities at any time after our obligation to keep the shelf
registration statement effective has terminated or during any period we have
suspended the use of this prospectus as described below.

         When we use the term "registrable securities" in this section, we are
referring to the debentures, the guarantees and the common stock issuable upon
conversion of the debentures until the earlier of (i) the sale pursuant to Rule
144 under the Securities Act or the shelf registration statement of such
registrable securities, and (ii) the expiration of the holding period applicable
to such securities held by persons that are not affiliates of Actuant under Rule
144(k) under the Securities Act, and as a result of an event or circumstance
described in clauses (i) or (ii) above, the transfer restriction legends
required under the indenture are removed or removable in accordance with the
indenture.

         We may suspend the use of this prospectus included in the shelf
registration statement under certain circumstances relating to pending corporate
developments, public filings with the SEC and similar events. Any suspension
period shall not:

     o   exceed 30 days in any three-month period; or

     o   an aggregate of 90 days for all periods in any 12-month period.

         Notwithstanding the foregoing, we will be permitted to suspend the use
of the prospectus for up to 60 days in any three-month period under certain
circumstances, relating to possible acquisitions, financings and other similar
transactions. Although the registration rights agreement requires that we pay
predetermined liquidated damages to holders of registrable securities (or under
certain circumstances issue additional shares of common stock in lieu of
liquidated damages) if we default in certain of our obligations under that
agreement, those obligations with respect to any registrable security cease at
the time such security ceases to be a registrable security. Accordingly, because
any debenture or share of common stock purchased by an investor in this offering
will cease to be a registrable security upon such purchase, the purchasers of
debentures and shares of common stock in the offering made hereby will not be
entitled to receive any liquidated damages (or additional shares of common stock
in lieu of liquidated damages) or otherwise be entitled to any rights under the
registration rights agreement. Notwithstanding the foregoing, if we become
obligated to pay liquidated damages (or issue common stock in lieu of liquidated
damages) with respect to any registrable security which thereafter ceases to be
a registrable security, that obligation shall survive until it is satisfied.

         The foregoing summary of certain provisions of the registration rights
agreement does not purport to be complete and is subject to all of the
provisions of the registration rights agreement. Because the foregoing is only a
summary, it does not contain all the information that you may find useful. For
further information you should read the registration rights agreement. The

                                      -52-

<PAGE>

registration rights agreement is incorporated by reference as an exhibit to the
registration statement of which this prospectus is a part and you may obtain a
copy of that agreement as described below under "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference."

                                      -53-

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

         Our authorized capital stock as of November 30, 2003, consisted of
32,000,000 shares of Class A Common Stock, $0.20 par value per share, or common
stock, of which 23,572,250 shares were issued and outstanding; 1,500,000 shares
of Class B common stock, $.20 par value per share, none of which were issued and
outstanding; and 160,000 shares of Cumulative Preferred Stock, $1.00 par value
per share, or Preferred Stock, none of which have been issued. The following is
a summary of selected provisions of our articles of incorporation, our bylaws
and of the Wisconsin Business Corporation Law, or WBCL. This summary is not
complete and is subject to our articles of incorporation and bylaws, copies of
which may be obtained by contacting us at the address or telephone number
appearing under "Where You Can Find More Information," and to the WBCL.

PREFERRED STOCK

         The Preferred Stock may be issued in one or more series providing for
such dividend rates, voting, liquidation, redemption, and conversion rights, and
such other terms and conditions as our Board of Directors may determine, subject
to the limitations described below, without further approval by holders of our
common stock. If any shares of Class B common stock are outstanding, any voting
rights conferred on holders of Preferred Stock would be limited, with respect to
the election of directors, to the power to vote together with holders of common
stock in electing a "maximum minority" of the Board of Directors, as described
under "--Common Stock; Class B Common Stock" below.

         If we issue any shares of Preferred Stock, we would be permitted to pay
dividends or make other distributions upon the common stock or Class B common
stock (except for distributions payable in shares of common stock or Class B
common stock) only after paying or setting apart funds for payment of accrued
but unpaid dividends upon the outstanding Preferred Stock, at the rate or rates
designated for each series of outstanding Preferred Stock. Dividends on the
Preferred Stock are cumulative, so that if at any time the full amount of all
dividends accrued on the Preferred Stock is not paid, the deficiency must be
paid before any dividends or other distributions are paid or set apart on the
common stock or the Class B common stock, other than dividends or distributions
paid in common stock or Class B common stock, respectively. Each series of
Preferred Stock will have such designation, preferences and relative rights as
shall be stated in the resolution or resolutions providing for the designation
and issue of such series adopted by our Board of Directors. In the event of
voluntary or involuntary liquidation, the holders of any outstanding Preferred
Stock would be entitled to receive all accrued dividends on the Preferred Stock
and the liquidation amount specified for each series of Preferred Stock before
any amount may be distributed to holders of the common stock or Class B common
stock .

         Under the articles of incorporation, all shares of Preferred Stock
shall be identical except as to the following relative rights and preferences,
as to which the Board of Directors may establish variations between different
series not inconsistent with other provisions in the articles of incorporation:
(a) the dividend rate; (b) the price at and terms and conditions on which shares
may be redeemed; (c) the amount payable upon shares in the event of voluntary or
involuntary liquidation; (d) sinking fund provisions for the redemption or
purchase of shares; (e) the terms and conditions on which shares may be
converted into common stock or Class B common stock, if the shares of any series
are issued with the privilege of conversion; and (f) voting rights, if any,
subject to the provisions regarding voting rights summarized herein.

         The holders of Preferred Stock will have no preemptive rights. Under
the articles of incorporation, each series of Preferred Stock will, with respect
to dividend rights and rights on liquidation, rank prior in right of payment to
the common stock and the Class B common stock and on a parity in right of
payment with each other series of Preferred Stock.

COMMON STOCK; CLASS B COMMON STOCK

         The rights and preferences of shares of common stock and Class B common
stock are identical, except as to voting power with respect to the election of
directors and except that the Class B common stock is entitled to conversion
rights as described below. No shares of Class B common stock are outstanding.
All previously outstanding shares of Class B common stock were converted into
shares of common stock over a decade ago.

                                      -54-

<PAGE>

         On all matters other than the election of directors, the holders of
common stock and Class B common stock possess equal voting power of one vote per
share and vote together as a single class (unless otherwise required by the
WBCL). In the election of the Board of Directors, the holders of common stock,
voting together as a single class with the holders of any outstanding Preferred
Stock which has voting power, are entitled to elect a "maximum minority" of the
number of directors to be elected. As a result of this "maximum minority"
provision, the holders of the Class B common stock, voting as a separate class,
are entitled to elect the balance of the directors, constituting a "minimum
majority" of the number of directors to be elected. If an even number of
directors is to be elected, the holders of Class B common stock will be entitled
to elect two more directors than the holders of common stock and any Preferred
Stock having voting power; if the number of directors to be elected is an odd
number, the holders of Class B common stock will be entitled to elect one more
director than the holders of common stock and any Preferred Stock having voting
power. In the event there are no shares of Class B common stock outstanding,
holders of common stock, voting together as a single class with holders of any
outstanding Preferred Stock having voting power, shall elect all of the
directors to be elected. A director, once elected and duly qualified, may be
removed only by the requisite affirmative vote of the holders of that class of
stock by which such director was elected.

         Holders of common stock and Class B common stock are ratably entitled
to such dividends as our Board of Directors may declare out of funds legally
available therefor, except as described below in the case of stock dividends. If
we were to issue any of our authorized Preferred Stock, no dividends could be
paid or set apart for payment on shares of common stock or Class B common stock,
unless paid in common stock or Class B common stock, respectively, until full
cumulative dividends accrued on all of the issued and outstanding shares of
Preferred Stock had been paid or set apart for payment. Certain covenants
contained in our debt agreements limit, and provisions of our articles of
incorporation for the benefit of any Preferred Stock that may be issued from
time to time could have the direct or indirect effect of limiting, the payment
of dividends or other distributions on (and purchases of) our common stock and
Class B common stock. Stock dividends on common stock may be paid only in shares
of common stock and stock dividends on Class B common stock may be paid only in
shares of Class B common stock.

         In the event that we issue any shares of Class B common stock, any
holder of shares of Class B common stock may convert any or all of those shares
into common stock on a share-for-share basis. If we issue any Class B common
stock and the number of outstanding shares of Class B common stock is reduced to
less than 1,000,000 adjusted to reflect any stock splits, stock dividends or
similar transactions, all of the outstanding shares of Class B common stock will
be automatically converted into common stock on a share-for-share basis. Holders
of common stock do not have any conversion rights. In the event of our
dissolution or liquidation, the holders of both common stock and Class B common
stock are entitled to share ratably in all of our assets remaining after payment
of our liabilities and satisfaction of the rights of any series of Preferred
Stock which may be outstanding. There are no redemption or sinking fund
provisions with respect to the common stock or the Class B common stock.

         The common stock is listed on the New York Stock Exchange. LaSalle
Bank, N.A., Chicago, Illinois, serves as the transfer agent for the common
stock.

GENERAL

         The articles of incorporation provide that the affirmative vote of
two-thirds of all shares entitled to vote thereon (and/or of each class which
shall be entitled to vote thereon as a class) is required in order to constitute
shareholder approval or adoption of a merger, consolidation, or liquidation of
us, sale, lease or exchange or other disposition of all or substantially all of
our assets, amendment of the articles of incorporation or the bylaws, or removal
of a director.

         Our directors are currently elected to serve one-year terms. The
articles of incorporation provide that the bylaws (which may be amended by the
Board of Directors or by the shareholders) may provide for the division of the
Board of Directors into two or three classes of directors and for the terms and
manner of election not inconsistent with the applicable provisions of the WBCL.
If that occurs and any shares of Class B common stock are outstanding, each
class of directors will contain as nearly as possible an equal number of
directors elected by the holders of common stock and any outstanding Preferred
Stock, voting as a single class, and will also contain as nearly as possible an
equal number of directors elected by holders of Class B common stock, subject to
the right of the Class B common stock to elect the minimum majority of the
directors as described above.

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         Shareholders are subject to personal liability under Section
180.0622(2)(b) of the WBCL, as judicially interpreted, for debts owing to our
employees for services performed for us, but not exceeding six months' service
in any one case. This means that, if we do not pay salaries or other amounts
owed to our employees, holders of our common stock, including any shares issued
upon conversion of the debentures, may be personally liable for those amounts.

         Holders of our capital stock do not have preemptive or other
subscription rights to purchase or subscribe for our unissued stock or other
securities issued by us.

CERTAIN STATUTORY PROVISIONS

         Under Section 180.1150(2) of the WBCL, the voting power of shares of a
"resident domestic corporation," such as us (as long as we continue to meet the
statutory definition as set forth in Section 180.1130(10m) of the WBCL), which
are held by any person (including two or more persons acting in concert),
including shares issuable upon conversion of convertible securities or upon
exercise of options or warrants, in excess of 20% of the voting power in the
election of directors shall be limited (in voting on any matter) to 10% of the
full voting power of the shares in excess of 20%, unless full voting rights have
been restored at a special meeting of the shareholders called for that purpose.
Shares held or acquired under certain circumstances are excluded from the
application of Section 180.1150(2), including (among others) shares acquired
directly from us, shares acquired before April 22, 1986, and shares acquired in
a merger or share exchange to which we are a party.

         Sections 180.1130 to 180.1134 of the WBCL provide generally that, in
addition to the vote otherwise required by law or the articles of incorporation
of a "resident domestic corporation," such as us (as long as we continue to meet
the statutory definition as set forth in Section 180.1130(10m) of the WBCL),
certain business combinations not meeting certain fair price standards specified
in the statute must be approved by the affirmative vote of at least (a) 80% of
the votes entitled to be cast by the outstanding voting shares of the
corporation, voting together as a single voting group and (b) two-thirds of the
votes entitled to be cast by the holders of voting shares other than voting
shares beneficially owned by a "significant shareholder" or an affiliate or
associate thereof who is a party to the transaction, voting together as a single
voting group. The term "business combination" is defined to include, subject to
certain exceptions, a merger or share exchange of the resident domestic
corporation (or any subsidiary thereof) with, or the sale, lease or exchange or
other disposition of all or substantially all of the property and assets of the
resident domestic corporation to, any significant shareholder or affiliate
thereof. "Significant shareholder" is defined generally to mean a person that is
the beneficial owner, directly or indirectly, of 10% or more of the voting power
of the outstanding voting shares of the resident domestic corporation. The
statute also restricts the repurchase of shares and the sale of corporate assets
by a resident domestic corporation in response to a take-over offer.

         Sections 180.1140 to 180.1144 of the WBCL prohibit certain "business
combinations" between a "resident domestic corporation," such as us (as long as
we continue to meet the statutory definition as set forth in Section 180.1140(9)
of the WBCL), and a person beneficially owning 10% or more of the voting power
of the outstanding voting stock of such corporation (an "interested
stockholder") within three years after the date such person became a 10%
beneficial owner, unless the business combination or the purchase of such stock
has been approved before the stock acquisition date by the corporation's board
of directors. Business combinations after the three-year period following the
stock acquisition date are permitted only if:

     o   the board of directors approved the acquisition of the stock prior to
         the acquisition date;

     o   the business combination is approved by a majority of the outstanding
         voting stock not beneficially owned by the interested shareholder; or

     o   the consideration to be received by shareholders meets certain fair
         price requirements of the statute with respect to form and amount.

         Under Sections 180.1140(9) and 180.1143 of the WBCL, a "resident
domestic corporation" means a Wisconsin corporation that has a class of voting
stock that is registered or traded on a national securities exchange or that is

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registered under Section 12(g) of the Securities Exchange Act and that, as of
the relevant date, satisfies any of the following:

     o   its principal offices are located in Wisconsin;

     o   it has significant business operations located in Wisconsin;

     o   more than 10% of the holders of record of its shares are residents of
         Wisconsin; or

     o   more than 10% of its shares are held of record by residents of
         Wisconsin.

         We are currently a "resident domestic corporation" for purposes of the
above described provisions. A Wisconsin corporation that is otherwise subject to
certain of such statutes may preclude their applicability by an election to that
effect in its articles of incorporation. Our articles of incorporation do not
contain any such election.

         These provisions of the WBCL, the ability to issue additional shares of
common stock, Class B common stock and Preferred Stock without further
shareholder approval (except as required under New York Stock Exchange corporate
governance standards), and certain other provisions of our articles of
incorporation (discussed above) could have the effect, among others, of
discouraging take-over proposals for us, delaying or preventing a change in
control of us, or impeding a business combination between us and a major
shareholder.

            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

         The following is a summary of certain United States federal income tax
consequences of the purchase, ownership, conversion, or other disposition of the
debentures, and of the common stock received upon conversion of the debentures.
This summary is based upon laws, regulations, rulings and decisions now in
effect, all of which are subject to change (including retroactive changes) or
possible differing interpretations. The discussion below deals only with
debentures held as capital assets and does not purport to deal with persons in
special tax situations, such as financial institutions, insurance companies,
regulated investment companies, dealers in securities or currencies, tax-exempt
entities, persons holding the debentures in a tax-deferred or tax-advantaged
account, persons subject to the alternative minimum tax, or persons holding the
debentures as a hedge against currency risks, as a position in a "straddle" or
as part of a "hedging" or "conversion" transaction for tax purposes.

         We do not address all of the tax consequences that may be relevant to
an investor in the debentures. In particular, we do not address:

     o   the United States federal income tax consequences to shareholders in,
         or partners or beneficiaries of, an entity that is a holder of the
         debentures;

     o   the United States federal estate, gift or alternative minimum tax
         consequences of the purchase, ownership or disposition of the
         debentures;

     o   U.S. holders (as defined below) who hold the debentures whose
         functional currency is not the United States dollar; or

     o   any state, local or foreign tax consequences of the purchase, ownership
         or disposition of the debentures.

         Persons considering the purchase of the debentures should consult their
own tax advisors concerning the application of the United States federal income
tax laws to their particular situations as well as any consequences of the
purchase, ownership and disposition of the debentures, and common stock received
upon conversion of the debentures arising under the laws of any other taxing
jurisdiction.

         A U.S. holder is a beneficial owner of the debentures who or which is:

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     o   a citizen or individual resident of the United States, as defined in
         Section 7701(b) of the Internal Revenue Code of 1986, as amended (which
         we refer to as the Code);

     o   a corporation or partnership, including any entity treated as a
         corporation or partnership for United States federal income tax
         purposes, created or organized in or under the laws of the United
         States, any state thereof or the District of Columbia unless, in the
         case of a partnership, Treasury regulations are enacted that provide
         otherwise;

     o   an estate if its income is subject to United States federal income
         taxation regardless of its source; or

     o   a trust if (1) a United States court can exercise primary supervision
         over its administration, and (2) one or more United States persons have
         the authority to control all of its substantial decisions.

         Notwithstanding the preceding sentence, certain trusts in existence on
August 20, 1996, and treated as U.S. persons prior to such date, may also be
treated as U.S. holders. A Non-U.S. holder is a beneficial owner of the
debentures other than a U.S. holder.

         No statutory or judicial authority directly addresses the treatment of
the debentures or instruments similar to the debentures for United States
federal income tax purposes. The Internal Revenue Service (the "IRS") has issued
a revenue ruling with respect to instruments similar to the debentures. To the
extent it addresses the issue, this ruling supports certain aspects of the
treatment described below. No ruling has been or is expected to be sought from
the IRS with respect to the United States federal income tax consequences of the
issues that are not addressed in the recently released revenue ruling. The IRS
would not be precluded from taking contrary positions. As a result, there is a
risk that the IRS may not agree with all of the tax characterizations and the
tax consequences described below.

         WE URGE PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE DEBENTURES AND OUR COMMON STOCK IN LIGHT OF THEIR OWN
PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES
FEDERAL OR OTHER TAX LAWS.

CLASSIFICATION OF THE DEBENTURES

         Pursuant to the terms of the indenture, each holder of debentures
agrees to treat the debentures, for United States federal income tax purposes,
as debt instruments that are subject to the special regulations governing
contingent payment debt instruments (which we refer to as the CPDI regulations)
and to be bound by our application of the CPDI regulations to the debentures,
including our determination of the rate at which interest will be deemed to
accrue on the debentures and the related "projected payment schedule" determined
by us. In addition, under the indenture, each holder is deemed to have agreed to
treat the fair market value of our common stock received by such holder upon
conversion of the debentures as a contingent payment and to accrue interest with
respect to the debentures as tax original issue discount for United States
federal income tax purposes according to the "noncontingent bond method" set
forth in Section 1.1275-4(b) of the Treasury regulations, using the comparable
yield (as defined below) compounded semiannually and the projected payment
schedule determined by us. The remainder of this discussion assumes the
debentures will be treated in accordance with the aforementioned agreements and
our determinations.

         Notwithstanding the issuance of the revenue ruling discussed above, the
application of the CPDI regulations to instruments such as the debentures is
uncertain in several respects, and, as a result, there is a risk that the IRS or
a court may not agree with the treatment described herein. Any differing
treatment could affect the amount, timing and character of income, gain or loss
in respect of an investment in the debentures. In particular, a holder might be
required to accrue interest income at a higher or lower rate, might not
recognize income, gain or loss upon conversion of the debentures into shares of
our common stock, and might recognize capital gain or loss upon a taxable
disposition of the debentures. Holders should consult their tax advisors
concerning the tax treatment of holding the debentures.

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TREATMENT OF U.S. HOLDERS

     Accrual of Interest on the Debentures

         Pursuant to the CPDI regulations, a U.S. holder is required to accrue
interest income on the debentures, which we refer to as tax original issue
discount, in the amounts described below, regardless of whether the U.S. holder
uses the cash or accrual method of tax accounting. Accordingly, U.S. holders
will likely be required to include interest in taxable income in each year in
excess of the accruals on the debentures for non-tax purposes (i.e., in excess
of the stated semiannual regular cash interest payable on the debentures and any
contingent interest payments) actually received in that year.

         The CPDI regulations provide that a U.S. holder must accrue an amount
of ordinary interest income, as tax original issue discount for United States
federal income tax purposes, for each accrual period prior to and including the
maturity date of the debentures that equals:

         (1)      the product of (i) the adjusted issue price (as defined below)
                  of the debentures as of the beginning of the accrual period
                  and (ii) the comparable yield (as defined below) of the
                  debentures, adjusted for the length of the accrual period;

         (2)      divided by the number of days in the accrual period; and

         (3)      multiplied by the number of days during the accrual period
                  that the U.S. holder held the debentures.

         The debentures' issue price is the first price at which a substantial
amount of the debentures is sold to the public, excluding sales to bond houses,
brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers. The adjusted issue price of a
debenture is its issue price increased by any interest income previously
accrued, determined without regard to any adjustments to interest accruals
described below, and decreased by the projected amount of any projected payments
(as defined below) previously made (including payments of stated semiannual
regular cash interest) with respect to the debentures.

         Under the CPDI regulations, we are required to establish the
"comparable yield" for the debentures. The comparable yield for the debentures
is the annual yield we would have paid, as of the initial issue date, on a
noncontingent, nonconvertible, fixed-rate debt instrument with terms and
conditions otherwise similar to those of the debentures. We intend to take the
position that the comparable yield for the debentures is 7.75%, compounded
semiannually. The precise manner of calculating the comparable yield, however,
is not entirely clear. If the comparable yield were successfully challenged by
the IRS, the redetermined yield could be materially greater or less than the
comparable yield provided by us. Moreover, the projected payment schedule could
differ materially from the projected payment schedule provided by us.

         The CPDI regulations require that we provide to U.S. holders, solely
for United States federal income tax purposes, a schedule of the projected
amounts of payments, which we refer to as projected payments, on the debentures.
This schedule must produce the comparable yield. The projected payment schedule
includes the stated semiannual regular cash interest payable on the debentures
at the rate of 2% per annum, estimates for certain contingent interest payments
and an estimate for a payment at maturity taking into account the conversion
feature. In this connection, the fair market value of any common stock (and
cash, if any) received by a holder upon conversion will be treated as a
contingent payment.

         The comparable yield and the schedule of projected payments is set
forth in the indenture. U.S. holders may also obtain the projected payment
schedule by submitting a written request for such information to: Terry Braatz,
Treasurer, Actuant Corporation, 6100 North Baker Road, Milwaukee, Wisconsin
53209.

         The comparable yield and the schedule of projected payments are not
determined for any purpose other than for the determination of a U.S. holder's
interest accruals and adjustments thereof in respect of the debentures for

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United States federal income tax purposes and do not constitute a projection or
representation regarding the actual amounts payable on the debentures.

         Amounts treated as interest under the CPDI regulations are treated as
original issue discount for all purposes of the Code.

     Adjustments to Interest Accruals on the Debentures

         As noted above, the projected payment schedule includes amounts
attributable to the stated semiannual regular cash interest payable on the
debentures. Accordingly, the receipt of the stated semiannual regular cash
interest payments will not be separately taxable to U.S. holders. If, during any
taxable year, a U.S. holder receives actual payments with respect to the
debentures for that taxable year that in the aggregate exceed the total amount
of projected payments for that taxable year, the U.S. holder will incur a "net
positive adjustment" under the CPDI regulations equal to the amount of such
excess. The U.S. holder will treat a "net positive adjustment" as additional
interest income. For this purpose, the payments in a taxable year include the
fair market value of property received in that year, including the fair market
value of our common stock received upon conversion.

         If a U.S. holder receives in a taxable year actual payments with
respect to the debentures for that taxable year that in the aggregate were less
than the amount of projected payments for that taxable year, the U.S. holder
will incur a "net negative adjustment" under the CPDI regulations equal to the
amount of such deficit. This adjustment will (a) first reduce the U.S. holder's
interest income on the debentures for that taxable year and (b) to the extent of
any excess after the application of (a), give rise to an ordinary loss to the
extent of the U.S. holder's interest income on the debentures during prior
taxable years, reduced to the extent such interest was offset by prior net
negative adjustments. A negative adjustment is not subject to the two percent
floor limitation imposed on miscellaneous itemized deductions under Section 67
of the Code. Any negative adjustment in excess of the amounts described in (a)
and (b) will be carried forward and treated as a negative adjustment in the
succeeding taxable year and will offset future interest income accruals in
respect of the debentures or will reduce the amount realized on the sale,
exchange, repurchase by us at the holder's option, conversion, redemption or
retirement of the debentures.

         If a U.S. holder purchases debentures at a discount or premium to the
adjusted issue price, the discount will be treated as a positive adjustment and
the premium will be treated as a negative adjustment. The U.S. holder must
reasonably allocate the adjustment over the remaining term of the debentures by
reference to the accruals of tax original issue discount at the comparable yield
or to the projected payments. It may be reasonable to allocate the adjustment
over the remaining term of the debentures pro rata with the accruals of tax
original issue discount at the comparable yield. You should consult your tax
advisors regarding these allocations.

     Sale, Exchange, Conversion, Repurchase, or Redemption

         Generally, the sale or exchange of a debenture, the repurchase of a
debenture by us at the holder's option, or the redemption or retirement of a
debenture for cash, will result in taxable gain or loss to a U.S. holder. As
described above, our calculation of the comparable yield and the schedule of
projected payments for the debentures includes the receipt of common stock upon
conversion as a contingent payment with respect to the debentures. Accordingly,
we intend to treat the receipt of our common stock by a U.S. holder upon the
conversion of a debenture as a contingent payment under the CPDI Regulations.
Under this treatment, conversion also would result in taxable gain or loss to
the U.S. holder. As described above, holders are deemed to have agreed to be
bound by our determination of the comparable yield and the schedule of projected
payments.

         The amount of gain or loss on a taxable sale, exchange, repurchase by
us at the holder's option, conversion, redemption or retirement of a debenture
would be equal to the difference between (a) the amount of cash plus the fair
market value of any other property received by the U.S. holder, including the
fair market value of any of our common stock received, and (b) the U.S. holder's
adjusted tax basis in the debenture. A U.S. holder's adjusted tax basis in a
debenture will generally be equal to the U.S. holder's original purchase price
for the debenture, increased by any interest income previously accrued by the
U.S. holder (determined without regard to any adjustments to interest accruals
described above, other than adjustments to reflect a discount or premium to the
adjusted issue price, if any), and decreased by the amount of any projected
payments that have been previously made in respect of the debentures to the U.S.
holder (without regard to the actual amount paid). Gain recognized upon a sale,
exchange, repurchase by us at the holder's option, conversion, redemption or

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retirement of a debenture will generally be treated as ordinary interest income;
any loss will be ordinary loss to the extent of interest previously included in
income, and thereafter, capital loss (which will be long-term if the debenture
is held for more than one year). The deductibility of net capital losses by
individuals and corporations is subject to limitations.

         A U.S. holder's tax basis in our common stock received upon a
conversion of a debenture will equal the then current fair market value of such
common stock. The U.S. holder's holding period for the common stock received
will commence on the day immediately following the date of conversion.

     Constructive Dividends

         If at any time we were to make a distribution of property to our
stockholders that would be taxable to the stockholders as a dividend for United
States federal income tax purposes and, in accordance with the anti-dilution
provisions of the debentures, the conversion rate of the debentures were
increased, such increase might be deemed to be the payment of a taxable dividend
to holders of the debentures.

         For example, an increase in the conversion rate in the event of
distributions of cash, our evidences of indebtedness or assets may result in
deemed dividend treatment to holders of the debentures, but generally an
increase in the event of stock dividends or the distribution of rights to
subscribe for common stock would not be so treated.

     Liquidated Damages

         We may be required to make payments of liquidated damages as described
above under "Registration Rights" to holders of registrable securities (as
defined above). However, as described above under "Registration Rights," any
debentures or shares of common stock issued upon conversion of the debentures
that are purchased by investors in the offering made by this prospectus will
thereupon cease to be registrable securities and accordingly, the purchasers of
those debentures and shares of common stock will not be entitled to liquidated
damages. We intend to take the position for United States federal income tax
purposes that any payments of liquidated damages should be taxable to U.S.
holders as additional ordinary income when received or accrued, in accordance
with their regular method of tax accounting. Our determination is binding on
holders of the debentures, unless they explicitly disclose that they are taking
a different position to the IRS on their tax returns for the year during which
they acquire the debenture. The IRS could take a contrary position from that
described above, which could affect the timing and character of U.S. holders'
income from the debentures with respect to the payments of liquidated damages.

         If we become obligated to pay liquidated damages, U.S. holders should
consult their tax advisers concerning the appropriate tax treatment of the
payment of liquidated damages with respect to the debentures.

     Dividends on Common Stock

         If we make cash distributions on our common stock, the distributions
will generally be treated as dividends to a U.S. holder of our common stock to
the extent of our current or accumulated earnings and profits as determined
under United States federal income tax principles at the end of the tax year of
the distribution, then as a tax-free return of capital to the extent of the U.S.
holder's tax basis in the common stock, and thereafter as gain from the sale or
exchange of that stock. Under recently enacted tax legislation, eligible
dividends received in tax years beginning on or before December 31, 2008, will
be subject to tax to a non-corporate U.S. holder at the special reduced rate
generally applicable to long-term capital gains. A U.S. holder will be eligible
for this reduced rate only if the U.S. holder has held our common stock for more
than 60 days during the 120-day period beginning 60 days before the ex-dividend
date.

     Disposition of Common Stock

         Upon the sale or other disposition of our common stock received on
conversion of a debenture, a U.S. holder will generally recognize capital gain
or loss equal to the difference between (i) the amount of cash and the fair
market value of any property received upon the sale or exchange, and (ii) the
U.S. holder's tax basis in our common stock. That capital gain or loss will be

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long-term if the U.S. holder's holding period in respect of such stock is more
than one year. The deductibility of net capital losses by individuals and
corporations is subject to limitations.

TREATMENT OF NON-U.S. HOLDERS

     The Debentures

         All payments on the debentures made to a Non-U.S. holder will be exempt
from United States income or withholding tax provided that: (i) such Non-U.S.
holder does not own, actually, indirectly or constructively, 10% or more of the
total combined voting power of all classes of our stock entitled to vote, and is
not a controlled foreign corporation related, directly or indirectly, to us
through stock ownership; (ii) the statement requirement set forth in section
871(h) or section 881(c) of the Code has been fulfilled with respect to the
beneficial owner, as discussed below; (iii) such payments and gain are not
effectively connected with the conduct by such Non-U.S. holder of a trade or
business in the United States; (iv) our common stock continues to be actively
traded within the meaning of section 871(h)(4)(C)(v)(I) of the Code (which, for
these purposes and subject to certain exceptions, includes trading on the NYSE);
and (v) we are not a "United States real property holding corporation." We
believe that we are not and do not anticipate becoming a "United States real
property holding corporation." However, if a Non-U.S. holder were deemed to have
received a constructive dividend (see "--Constructive Dividends" above), the
Non-U.S. holder will generally be subject to United States federal withholding
tax at a 30% rate, subject to a reduction by an applicable treaty, on the
taxable amount of such dividend.

         The statement requirement referred to in the preceding paragraph will
be fulfilled if the beneficial owner of a debenture certifies on IRS Form
W-8BEN, under penalties of perjury, that it is not a United States person and
provides its name and address or otherwise satisfies applicable documentation
requirements. A holder of a debenture which is not an individual or corporation
(or an entity treated as a corporation for United States federal income tax
purposes) holding the debentures on its own behalf may have substantially
increased reporting requirements. In particular, in the case of debentures held
by a foreign partnership (or certain foreign trusts), the partnership (or trust)
will be required to provide the certification from each of its partners (or
beneficiaries), and the partnership (or trust) will be required to provide
certain additional information.

     The Common Stock

         Dividends paid to a Non-U.S. holder of common stock will generally be
subject to withholding tax at a 30% rate subject to reduction (a) by an
applicable treaty if the Non-U.S. holder provides an IRS Form W-8BEN certifying
that it is entitled to such treaty benefits, or (b) upon receipt of an IRS Form
W-8ECI from a Non-U.S. holder claiming that the payments are effectively
connected with the conduct of a United States trade or business.

         A Non-U.S. holder will generally not be subject to United States
federal income tax on gain realized on the sale or exchange of the common stock
received upon conversion of the debentures unless (a) the gain is effectively
connected with the conduct of a United States trade or business of the Non-U.S.
holder, (b) in the case of a Non-U.S. holder who is a non-resident alien
individual, the individual is present in the United States for 183 or more days
in the taxable year of the disposition and certain other requirements are met,
or (c) we will have been a United States real property holding corporation at
any time within the shorter of the five-year period preceding such sale or
exchange and the Non-U.S. holder's holding period in the common stock.

     Income Effectively Connected with a United States Trade or Business

         If a Non-U.S. holder of the debentures or our common stock is engaged
in a trade or business in the United States, and if interest on the debentures,
dividends on our common stock, or gain realized on the sale, exchange,
conversion or other disposition of the debentures or our common stock is
effectively connected with the conduct of such trade or business, the Non-U.S.
holder, although exempt from the withholding tax discussed in the preceding
paragraphs, will generally be subject to regular United States federal income
tax on such interest, dividends or gain in the same manner as if it were a U.S.
holder. Such a Non-U.S. holder would be required to provide to the withholding
agent a properly executed IRS Form W-8ECI in order to claim an exemption from
withholding tax. In addition, if such a Non-U.S. holder is a foreign
corporation, such holder may be subject to a branch profits tax equal to 30% (or

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such lower rate provided by an applicable treaty) of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

         We will comply with applicable information reporting requirements with
respect to payments on the debentures and common stock. Payments of principal
and interest (including tax original issue discount and a payment in common
stock pursuant to a conversion of the debentures) on, and the proceeds of
dispositions of, the debentures and payments of dividends on, and the proceeds
of dispositions of, the common stock may be subject to information reporting and
United States federal backup withholding tax at the applicable statutory rate if
the U.S. holder thereof fails to supply an accurate taxpayer identification
number or otherwise fails to comply with applicable United States information
reporting or certification requirements. A Non-U.S. holder may be subject to
United States backup withholding tax on payments on, and the proceeds from a
sale or other disposition of, the debentures or common stock unless the Non-U.S.
holder complies with certification procedures to establish that it is not a
United States person. Any amounts so withheld will be allowed as a credit
against a holder's United States federal income tax liability and may entitle a
holder to a refund, provided the required information is timely furnished to the
IRS.

                                      -63-

<PAGE>

                             SELLING SECURITYHOLDERS

         The debentures offered hereby were originally issued by us in a
November 2003 private placement. Pursuant to a purchase agreement that we and
the initial purchasers entered into in connection with that offering, the
initial purchasers agreed to offer and sell the debentures only to persons they
reasonably believed to be "qualified institutional buyers" within the meaning of
Rule 144A under the Securities Act. The selling securityholders, which term
includes their transferees, pledgees, donees and successors, may from time to
time offer and sell pursuant to this prospectus any or all of the debentures and
common stock issued upon conversion of the debentures.

         The following table sets forth information regarding the respective
principal amounts of debentures and numbers of shares of common stock
beneficially owned by the selling securityholders prior to this offering and
offered pursuant to this offering and the respective principal amounts and
numbers of shares of common stock offered by the selling securityholders
pursuant to this prospectus. This information, as well as the information
appearing in the footnotes (other than footnotes (1) and (26)) to the following
table, has been obtained from the selling securityholders and we have not
independently verified this information. Except as indicated in the footnotes to
the following table, none of the selling securityholders has had any position,
office or other material relationship with us or any of our affiliates within
the past three years. Because the selling securityholders may offer all or some
portion of the debentures or the common stock issuable upon conversion of the
debentures pursuant to this prospectus, no estimate can be given as to the
amount of the debentures or common stock that will be held by the selling
securityholders upon termination of this offering. In addition, the selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their debentures or common stock since the date
on which they provided the information to us for inclusion in the following
table.

         Unless otherwise indicated, the following table includes all shares of
common stock issuable upon conversion of the debentures and assumes a conversion
rate of 25.0563 shares of our common stock per $1,000 principal amount of the
debentures and a cash payment in lieu of any fractional share. However, this
conversion rate will be subject to adjustment as described under "Description of
the Debentures--Conversion of the Debentures." In addition, as described above
under "Registration Rights," we may, under certain circumstances, become
obligated to issue additional shares of common stock upon conversion of
debentures in lieu of the payment of liquidated damages. As a result, the number
of shares of common stock beneficially owned prior to this offering and the
number of shares of common stock offered hereby may increase or decrease in the
future. Also, the table below assumes that the debentures are convertible
immediately. As described above under "Description of the Debentures--
Conversion of the Debentures," the debentures are convertible only in specified
circumstances.

         In addition, the selling securityholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their debentures
or common stock since the date on which they provided the information to us for
inclusion in the following table.

<TABLE>
<CAPTION>
- ------------------------------------------------------------ ------------------- ------------------ -------------------
NAME OF SELLING SECURITYHOLDER(1)                             PRINCIPAL AMOUNT   NUMBER OF SHARES       NUMBER OF
                                                             OF THE DEBENTURES    OF COMMON STOCK       SHARES OF
                                                                BENEFICIALLY       BENEFICIALLY        COMMON STOCK
                                                               OWNED PRIOR TO     OWNED PRIOR TO      OFFERED HEREBY
                                                             THIS OFFERING AND     THIS OFFERING
                                                               OFFERED HEREBY
- ------------------------------------------------------------ ------------------- ------------------ -------------------
<S>                                                               <C>                    <C>              <C>
Akela Capital Master Fund, Ltd. (2)                               15,000,000             375,844          375,844
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Allstate Insurance Company (3)(4)                                  1,500,000              37,584           37,584
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Arkansas PERS (5)                                                  1,710,000              42,846           42,846
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Arkansas Teacher Retirement (6)                                    4,470,000             112,001          112,001
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Astraszenecea Holdings Pension (5)                                   500,000              12,528           12,528
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Baptist Health of South Florida (6)                                  605,000              15,159           15,159
- ------------------------------------------------------------ ------------------- ------------------ -------------------
BNP Paribas Equity Strategies, SNC (3)(7)                          4,110,000             106,321          102,981
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Boilermakers Blacksmith Pension Trust (5)                          1,245,000              31,195           31,195
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Calamos Market Neutral Fund - Calamos Investment Trust (8)         5,000,000             125,281          125,281
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Consulting Group Capital Markets Funds (8)                           900,000              22,550           22,550
- ------------------------------------------------------------ ------------------- ------------------ -------------------
CNH CA Master Account, L.P. (9)                                    2,250,000              56,376           56,376
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Context Convertible Arbitrage Fund, LP (10) (11)                     525,000              13,154           13,154
- ------------------------------------------------------------ ------------------- ------------------ -------------------

                                                          -64-

<PAGE>

- ------------------------------------------------------------ ------------------- ------------------ -------------------
NAME OF SELLING SECURITYHOLDER(1)                             PRINCIPAL AMOUNT   NUMBER OF SHARES       NUMBER OF
                                                             OF THE DEBENTURES    OF COMMON STOCK       SHARES OF
                                                                BENEFICIALLY       BENEFICIALLY        COMMON STOCK
                                                               OWNED PRIOR TO     OWNED PRIOR TO      OFFERED HEREBY
                                                             THIS OFFERING AND     THIS OFFERING
                                                               OFFERED HEREBY
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Context Convertible Arbitrage Offshore, Ltd. (11)                    525,000              13,154           13,154
- ------------------------------------------------------------ ------------------- ------------------ -------------------
CooperNeff Convertible Strategies (Cayman) Master Fund,            4,059,000             101,703          101,703
L.P. (12)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
DB Equity Opportunities Master Portfolio Ltd. (13)                 2,000,000              50,112           50,112
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Deam Convertible Arbitrage (13)                                    1,000,000              25,056           25,056
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Delaware PERS (5)                                                  1,610,000              40,340           40,340
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Delta Airlines Master Trust (5)                                      490,000              12,277           12,277
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Duke Endowment (5)                                                   365,000               9,146            9,146
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Engineers Joint Pension (6)                                          405,000              10,147           10,147
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Froley Revy Investment Convertible Security Fund (5)                 130,000               3,257            3,257
- ------------------------------------------------------------ ------------------- ------------------ -------------------
ICI American Holdings Trust (5)(14)                                  365,000               9,145            9,145
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Innovest Finanzdienstle (6)                                        1,700,000              42,595           42,595
- ------------------------------------------------------------ ------------------- ------------------ -------------------
KBC Financial Products USA Inc. (10)(15)                           4,600,000             115,258          115,258
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Lyxor Zola Fund Ltd.                                                 100,000               2,505            2,505
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Lyxor/Convertible Arbitrage Fund Limited (16)                        390,000               9,771            9,771
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Mellon HBV Master Convertible Arbitrage Fund LP (3)(17)              350,000               8,769            8,769
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Mellon HBV Master MultiStrategies Fund LP (3)                        400,000              10,022           10,022
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Mint Master Fund Ltd.                                                400,000              10,022           10,022
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Morgan Stanley Convertible Securities Trust (3)                      800,000              20,045           20,045
- ------------------------------------------------------------ ------------------- ------------------ -------------------
National Bank of Canada (11)                                         200,000               5,011            5,011
- ------------------------------------------------------------ ------------------- ------------------ -------------------
National Bank of Canada c/o Putnam Lovell NBF Securities             250,000               6,264            6,264
Inc. (10)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Nicholas Applegate Capital Management Convertible Mutual             690,000              17,288           17,288
Fund (6)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Nomura Securities International, Inc. (10) (18)                    7,000,000             178,294          175,394
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Prudential Insurance Co. of America (5)                               95,000               2,380            2,380
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Pyramid Equity Strategies Fund (13)                                  520,000              13,029           13,029
- ------------------------------------------------------------ ------------------- ------------------ -------------------
S.A.C. Capital Associates, LLC (19)                                1,000,000              25,056           25,056
- ------------------------------------------------------------ ------------------- ------------------ -------------------
San Diego City Retirement (6)                                        880,000              22,049           22,049
- ------------------------------------------------------------ ------------------- ------------------ -------------------
San Diego County Convertible (6)                                   1,855,000              46,479           46,479
- ------------------------------------------------------------ ------------------- ------------------ -------------------
SG Cowen Securities Corp. (10)                                     1,175,000              29,441           29,441
- ------------------------------------------------------------ ------------------- ------------------ -------------------
SG Cowen Securities - Convertible Arbitrage (10)                   2,000,000              50,112           50,112
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Singlehedge U.S. Convertible Arbitrage Fund (7)                    1,127,000              28,238           28,238
- ------------------------------------------------------------ ------------------- ------------------ -------------------
State of Oregon/Equity (5)                                         5,020,000             125,782          125,782
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Sturgeon Limited (20)                                                 57,000               1,428            1,428
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Syngenta AG (5)                                                      270,000               6,765            6,765
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Van Kampen Harbor Fund (10)(21)                                    1,200,000              30,067           30,067
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Victus Capital LP (3) (22)                                         3,500,000              87,697           87,697
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Wachovia Capital Markets LLC (10) (23)                            11,586,000             290,302          290,302
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Wake Forest University (6)                                           450,000              11,275           11,275
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Windmill Master Fund, LP (24)                                      1,000,000              25,056           25,056
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Wyoming State Treasurer (6)                                          915,000              22,926           22,926
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Zola Partners, LP (25)                                               150,000               3,758            3,758
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Zozove Hedge Convertible Fund L.P. (26)                            3,000,000              75,168           75,168
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Zozove Income Fund L.P. (26)                                       1,000,000              25,056           25,056
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Zozove Convertible Arbitrage Fund L.P. (26)                        4,650,000             116,511          116,511
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Zurich Institutional Benchmarks Master Fund Ltd. (26)              2,000,000              50,112           50,112
- ------------------------------------------------------------ ------------------- ------------------ -------------------
RCG Latitude Master Fund, LTD. (27)                                5,500,000             137,809          137,809
- ------------------------------------------------------------ ------------------- ------------------ -------------------
RCG Multi-Strategy  Master Fund, LTD. (27)                         2,000,000              50,112           50,112
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Guggenheim Portfolio Co. XV, LLC  (27)                             1,000,000              25,056           25,056
- ------------------------------------------------------------ ------------------- ------------------ -------------------
MSD TCB, LP (28)                                                  10,000,000             250,563          250,563
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Calamos Markeet Neutral Fund - Calamos Investment Trust           12,000,000             300,675          300,675
    (29)
- ------------------------------------------------------------ ------------------- ------------------ -------------------

                                                          -65-

<PAGE>

- ------------------------------------------------------------ ------------------- ------------------ -------------------
NAME OF SELLING SECURITYHOLDER(1)                             PRINCIPAL AMOUNT   NUMBER OF SHARES       NUMBER OF
                                                             OF THE DEBENTURES    OF COMMON STOCK       SHARES OF
                                                                BENEFICIALLY       BENEFICIALLY        COMMON STOCK
                                                               OWNED PRIOR TO     OWNED PRIOR TO      OFFERED HEREBY
                                                             THIS OFFERING AND     THIS OFFERING
                                                               OFFERED HEREBY
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Consulting Groups Capital Markets Funds  (29)                        900,000              22,550           22,550
- ------------------------------------------------------------ ------------------- ------------------ -------------------
OCM Convertible Trust (30)                                         1,850,000              46,354           46,354
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Delta Air Lines Master Trust - CV(30)                                930,000              23,302           23,302
- ------------------------------------------------------------ ------------------- ------------------ -------------------
State Employees' Retirement Fund of the State of Delaware          1,060,000              26,559           26,559
(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Partner Reinsurance Company Ltd. (30)                                795,000              19,919           19,919
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Chrysler Corporation Master Retirement Trust(30)                   4,160,000             104,234          104,234
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Motion Picture Industry Health Plan - Active Member                  220,000               5,512            5,512
Fund(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Motion Picture Industry Health Plan - Retiree Member                 155,000               3,883            3,883
Fund(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Delta Pilots Disability & Survivorship Trust - CV(30)                455,000              11,400           11,400
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Microsoft Corporation(30)                                            935,000              23,427           23,427
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Qwest Occupational Health Trust(30)                                  170,000               4,259            4,259
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Travelers Indemnity Company - Commercial Lines(30)                   230,000               5,762            5,762
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Travelers Indemnity Company - Personal Lines(30)                     155,000               3,883            3,883
- ------------------------------------------------------------ ------------------- ------------------ -------------------
OCM Global Convertible Securities Fund(30)                           135,000               3,382            3,382
- ------------------------------------------------------------ ------------------- ------------------ -------------------
International Truck & Engine Corporation Non-Contributory            495,000              12,402           12,402
Retirement Plan Trust(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
International Truck & Engine Corporation Retirement Plan             530,000              13,279           13,279
for Salaried Employees Trust(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
International Truck & Engine Corporation, Retiree Health             140,000               3,507            3,507
Benefit Trust(30)
- ------------------------------------------------------------ ------------------- ------------------ -------------------
UnumProvident Corporation(30)                                        335,000               8,393            8,393
- ------------------------------------------------------------ ------------------- ------------------ -------------------
Any other holders of debentures or shares of common stock                  (31)                (31)               (31)
issued on conversion of the debentures and future
transferors, pledges, donees and successors thereof (31)
- ------------------------------------------------------------ ------------------- ------------------ -------------------

- -------------------------------------------------------------------------------------------------------------------
(1)      Information concerning the selling securityholders may change from time to time. Any such changed information
         will be set forth in amendments or supplements to the registration statement of which this prospectus, is a
         part, if and when required. A post-effective amendment will be filed to identify unknown securityholders who
         are not donees, pledgees or transferees of the selling securityholders listed in the table.

(2)      As general partner of this selling securityholder, Anthony B. Bosco has voting and investment power over the
         shares held by this selling securityholder.

(3)      This selling securityholder has advised us that it is an affiliate of a broker or dealer and that it purchased
         the securities reflected in this table as being owned by it in the ordinary course of business and, at the time
         of purchase, it had no agreements or understandings, directly or indirectly, with any person to distribute
         those securities.

(4)      The Allstate Corporation is the parent company of Allstate Insurance Company.

(5)      Froley Revy Investment Co., Inc., as investment advisor for the selling securityholder, has voting and
         investment power over the securities listed above that are held by this selling securityholder.

(6)      Nicholas Applegate Capital Management, as investment manager for the selling securityholder, has voting and
         investment power over the securities listed above that are held by this selling securityholder.

                                                          -66-

<PAGE>

(7)      CooperNeff Advisors, Inc. has sole voting and investment power over the securities listed above that are held
         by this selling securityholder. CooperNeff Advisors, Inc. is a wholly-owned subsidiary of CooperNeff Group,
         Inc., which is a wholly-owned on a consolidated basis, by BNP Paribas S.A.

(8)      Nick Calamos has voting and investment power over the securities listed above that are held by this selling
         securityholder.

(9)      CNH Partners, LLC, the investment advisor for the selling securityholder, has voting and investment power over
         the securities listed above that are held by this selling securityholder. Investment principals for this
         investment advisor are Robert Krail, Mark Mitchell and Todd Pulvino.

(10)     This selling securityholder has advised us that it is a broker or dealer. Accordingly, under interpretations by
         the staff of the SEC, this selling securityholder may be deemed an "underwriter" within the meaning of the
         Securities Act of 1933.

(11)     Context Capital Management, LLC is general partner of this selling securityholder. Michael Rosen and William
         Fendy have voting and investment power over the securities listed above that are held by this selling
         securityholder.

(12)     CooperNeff (Cayman) Ltd. is the general partner of this selling stockholder. CooperNeff (Cayman) Ltd. is owned
         by CooperNeff Advisors, Inc., a subsidiary of CooperNeff Group, Inc., which is wholly-owned on a consolidated
         basis by BNP Paribas, S.A.

(13)     Deutsche Bank Trust Company Americas is the general partner of this selling securityholder. Eric Lobben has
         sole voting and investment power over the securities listed above that are held by this selling securityholder.

(14)     Ann Houlihan has voting and investment power over the securities listed above that are held by this selling
         securityholder.

(15)     Mr. Luke Edwards, as managing director of the selling securityholder, has voting and investment power over the
         securities listed above that are held by this selling securityholder on behalf of the selling securityholder.

(16)     SG Hambras Fund Managers (Jersey) Limited has sole voting and investment power over the securities listed above
         that are held by this selling securityholder.

(17)     Mellon HBV IL, LLC is the general partner of this selling securityholder.

(18)     Mr. Robert Citrino, as the managing director of the selling securityholder, has voting and investment power
         over the securities listed above that are held by the selling securityholder.

(19)     Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware limited liability company
         ("SAC Capital Advisors"), and S.A.C. Capital Management, LLC, a Delaware limited liability company ("SAC
         Capital Management"), share all investment and voting power with respect to the securities held by the selling
         securityholder. Mr. Stephen E. Cohen controls both SAC Capital Advisors and SAC Capital Management. Each of SAC
         Capital Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial ownership of any of the securities
         listed above as beneficially owned or offered by this selling securityholder.

(20)     CooperNeff Advisors Inc., as the selling securityholder's investment advisor, has voting and investment power
         over the securities held by this selling securityholder.

(21)     Van Kampen Asset Management, Inc., as the selling securityholder's investment advisor, has discretionary
         authority over the securities held by this selling securityholder.

                                                          -67-

<PAGE>

(22)     Victus Capital, LLC is the general partner of this selling securityholder.

(23)     Wachovia Capital Markets, LLC was an initial purchaser in our November 2003 private placement of the
         debentures. Wachovia Bank, National Association, an affiliate of Wachovia Capital Markets, LLC, is a lender
         under our senior credit facility.

(24)     Duquesne Capital Management, LLC, as investment manager of Windmill Master Fund, LP, has discretionary
         authority over the securities held by this selling securityholder.

(25)     Zola Capital Management, LLC is the general partner of this selling securityholder. Mark P. Zola and Daniel A.
         David have voting and investment power over the securities listed above that are held by this selling
         securityholder.

(26)     Gene Pretti, through his control of Zazove Associates LLC, which is the selling securityholder of this selling
         securityholder, has voting and investment power over the securities listed above that are held by this selling
         securityholder.

(27)     Alex Adair has voting and investment power over the securities listed above that are held by this selling
         securityholder.

(28)     Michael Dell and Susan Dell, through their control of MSD Capital, L.P., have voting and investment power over
         the securities listed above that are held by this selling securityholder.

(29)     Nick Calamos has voting and investment power over the securities listed above that are held by this selling
         securityholder.

(30)     Oaktree Capital Management, LLC, as investment advisor for the selling securityholder, has voting and
         investment power over the securities listed above that are held by this selling securityholder.

(31)     Any of these other holders of debentures or shares of common stock issued upon conversion of the debentures may
         be identified at a later date by means of one or more supplements or, if required, a post-effective amendment
         to the registration statement of which this prospectus is a part. A post-effective amendment will be filed to
         identify unknown securityholders who are not donees, pledgees or transferees of the selling securityholders
         listed in the table.

</TABLE>

                              PLAN OF DISTRIBUTION

         The selling securityholders (including their transferees, pledgees,
donees and successors) may sell the debentures and the common stock issuable
upon conversion of the debentures from time to time directly to purchasers or
through broker-dealers or agents who may receive compensation in the form of
discounts, concessions or commissions from the selling securityholders or the
purchasers. If the debentures or the shares of common stock issuable upon
conversion of the debentures are sold through broker-dealers or agents, the
selling securityholders will be responsible for any discounts, concessions or
commissions payable to those broker-dealers or agents.

         The debentures and the common stock issuable upon conversion of the
debentures may be sold in one or more transactions at:

     o   fixed prices,

     o   prevailing market prices at the time of sale,

     o   varying prices determined at the time of sale, or

     o   negotiated prices.

         These sales may be effected in transactions, which may involve crosses
or block transactions:

                                      -68-

<PAGE>

     o   on any national securities exchange or quotation service on which the
         debentures or the common stock may be listed or quoted at the time of
         sale;

     o   in the over-the-counter market;

     o   otherwise than on such exchanges or services or in the over-the-counter
         market; or

     o   through the writing of options.

Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.

         In connection with the sale of the debentures and the common stock
issuable upon conversion of the debentures or otherwise, the selling
securityholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the
debentures or common stock in the course of hedging their positions. The selling
securityholders also may deliver the debentures and shares of common stock
issuable upon conversion of the debentures to close out short positions, or loan
or pledge the debentures or the common stock issuable upon conversion of such
debentures to broker-dealers or other financial institutions that in turn may
sell those securities. The selling securityholders also may transfer, donate and
pledge debentures and shares of common stock issuable upon conversion of the
debentures, in which case the transferees, donees, pledgees or other successors
in interest will be deemed selling securityholders for purposes of this
prospectus.

         The aggregate proceeds to the selling securityholders from the sale of
debentures or the common stock issuable upon the conversion of the debentures
offered by them will be the purchase price of such debentures or common stock
less discounts and commissions, if any, payable by them. Each of the selling
securityholders reserves the right to accept and, together with their
broker-dealers or agents from time to time, to reject, in whole or in part, any
proposed purchase of the debentures or the common stock issuable upon conversion
of the debentures to be made directly or through broker-dealers or agents. We
will not receive any of the proceeds from the offering of debentures and the
common stock issuable upon conversion of the debentures.

         There is no public market for the debentures and we do not intend to
apply for listing of the debentures on any securities exchange or for quotation
of the debentures through any automated quotation system. The debentures are
currently designated for trading on the PORTAL Market. However, once debentures
are sold by means of this prospectus, those debentures will no longer trade on
the PORTAL Market. Our common stock is listed on the New York Stock Exchange
under the symbol "ATU".

         In order to comply with the securities laws of some states, if
applicable, the debentures and the common stock issuable upon conversion of the
debentures may be sold in those jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the debentures and the
common stock issuable upon conversion of the debentures may not be sold unless
they have been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.

         The selling securityholders may not sell any, or may sell less than
all, of the debentures and shares of common stock issuable upon conversion of
the debentures offered by them pursuant to this prospectus. In addition, any
selling securityholder may, to the extent permitted by applicable law, sell,
transfer, devise or gift the debentures or shares of common stock issuable upon
conversion of the debentures by means not described in this prospectus. In that
regard, any debentures or shares of common stock issuable upon conversion of the
debentures that qualify for sale pursuant to Rule 144A or Rule 144 under the
Securities Act may be sold under that rule, if applicable, rather than pursuant
to this prospectus.

         The selling securityholders and any broker-dealers or agents that
participate in the distribution of the debentures and the common stock issuable
upon conversion of the debenture may be "underwriters" within the meaning of
Section 2(11) of the Securities Act. As a result, any profits on the sale of the
debentures or the shares of common stock issued on conversion of the debentures
received by selling securityholders and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. If the selling
securityholders were deemed to be underwriters, the selling securityholders

                                      -69-

<PAGE>

could be subject to certain statutory liabilities under the federal securities
laws, including under Sections 11, 12 and 17 of the Securities Act and Rule
10b-5 under the Securities Exchange Act of 1934.

         The selling securityholders and any other persons participating in the
distribution of the debentures and the shares of common stock issuable upon
conversion of the debentures will be subject to the Securities Exchange Act. The
Securities Exchange Act rules include, without limitation, Regulation M, which
may limit the timing of or prohibit the purchase and sale of debentures and
shares of common stock by the selling securityholders and any such other person.
In addition, under Regulation M, any selling securityholder or other person
engaged in the "distribution", within the meaning of Regulation M, of the
debentures or the shares of common stock issuable upon conversion of the
debentures may not engage in market-making activities with respect to the
debentures or the common stock for certain periods prior to the commencement of
that distribution, unless, in the case of persons other than selling
securityholders, an applicable exemption is available under Regulation M. The
foregoing may affect the marketability of the debentures and the common stock
issuable upon conversion of the debentures and the ability of any person or
entity to engage in market-making activities with respect to those securities.

         In that regard, the selling securityholders are required to acknowledge
that they understand their obligations to comply with the provisions of the
Securities Exchange Act and the rules thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or regulations), in
connection with the offering made by this prospectus. Each selling
securityholder is required to agree that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

         To the extent required, the specific debentures or common stock to be
sold, the names of the selling securityholders, the respective purchase prices
and public offering prices, the names of any agent or broker-dealer, and any
applicable commissions or discounts with respect to a particular sale or other
disposition of debentures or shares of common stock issued on conversion of the
debentures pursuant to this prospectus will be set forth in a supplement to this
prospectus or, if appropriate, a post-effective amendment to the shelf
registration statement of which this prospectus is a part.

         Pursuant to the registration rights agreement described above under
"Registration Rights," Actuant Corporation and the Guarantors, on the one hand,
and the selling securityholders, on the other hand, have agreed, subject to
exceptions, to indemnify each other against specified liabilities, including
liabilities under the Securities Act, and may be entitled to contribution from
each other in respect of those liabilities.

         We will pay substantially all of the expenses incident to the offering
and sale of the debentures and the common stock issuable upon conversion of the
debentures pursuant to this prospectus, other than commissions, fees and
discounts payable to brokers-dealers or agents, fees and disbursements of any
counsel or other advisors or experts retained by the selling securityholders and
any documentary, stamp or similar issue or transfer tax.

         Under the registration rights agreement, we may be required from time
to time to require holders of debentures and shares of common stock issued on
conversion of the debentures to discontinue the sale or other disposition of
those debentures and shares of common stock under specified circumstances. See
"Registration Rights" above.

                       WHERE YOU CAN FIND MORE INFORMATION

         You may read and copy materials that we have filed with the SEC at the
SEC's public reference room located at 450 Fifth Street, N.W. Room 1024,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our filings with the SEC are also
available on the Internet at the SEC's website at www.sec.gov.

         You may also request a copy of each document incorporated by reference
in this prospectus at no cost, by writing or calling us at the following address
or telephone number:

                               Actuant Corporation
                              6100 North Baker Road
                           Milwaukee, Wisconsin 53209
                       Attention: Chief Financial Officer
                                 (414) 352-4160

                                      -70-

<PAGE>

         Exhibits to a document will not be provided unless they are
specifically incorporated by reference in that document.

                                      -71-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Some of the information that you may want to
consider in deciding whether to invest in the debentures or the shares of common
stock issued upon conversion of the debentures is not included in this
prospectus, but rather is incorporated by reference to documents that we have
filed with the SEC. This permits us to disclose important information to you by
referring to those filings rather than repeating them in full in this
prospectus. The information incorporated by reference in this prospectus
contains important business and financial information. In addition, information
that we file with the SEC after the date of this prospectus and prior to the
completion of this offering will update and may supersede the information
contained in this prospectus and incorporated filings. We specifically
incorporate by reference the following documents filed by us with the SEC:

              OUR SEC FILINGS                PERIOD COVERED OR DATE OF FILING
Annual Report on Form 10-K, as amended    Year Ended August 31, 2003
  by our Annual Report on Form 10-K/A
Quarterly Report on Form 10-Q             Quarter ended November 30, 2003
All subsequent documents filed by us      After the date of this prospectus and
  under Sections 13(a), 13(c), 14 or        prior to the completion of this
  15(d) of the Securities Exchange Act      offering
   of 1934

         Any statement contained in this prospectus or any document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein, or
in any other subsequently filed document which is also incorporated by reference
into this prospectus, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus. Statements contained in
this prospectus as to the contents of any contract or other document referred to
in this prospectus do not purport to be complete, and where reference is made to
the particular provisions of such contract or other document, such statements
are qualified in all respects by all of the provisions of such contract or other
document. Information which is furnished but not filed with the SEC shall not be
incorporated by reference in this prospectus.

                                  LEGAL MATTERS

         The validity of the debentures and the guarantees have been passed upon
for us by McDermott, Will & Emery, Chicago, Illinois. The validity of the common
stock and the guarantee of GB Tools and Supplies, Inc. have been passed upon by
Quarles & Brady LLP, Milwaukee, Wisconsin.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K/A for the year ended August 31, 2003 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                      -72-

<PAGE>

















                                  $150,000,000

                               ACTUANT CORPORATION

      2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023 AND THE COMMON
                STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES

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

                                   PROSPECTUS
                              ______________, 2004

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

                                      I-1

<PAGE>

                                     PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following table sets forth the fees and expenses, other than
discounts, commission and concessions payable to broker-dealers and agents, in
connection with the offering and distribution of the securities being offered
hereunder. Except for the SEC registration fee, all amounts are estimates. All
of these fees and expenses will be borne by the Registrant.

         SEC Registration Fee                           $      12,135
         Printing and Engraving                                25,000
         Trustees' Fees and Expenses                           10,000
         Legal Fees and Expenses                              100,000
         Accounting Fees and Expenses                          50,000
         Miscellaneous                                         52,865
                                                        -------------

         Total                                          $     250,000
                                                        =============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Actuant Corporation is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, Actuant
Corporation is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of Actuant Corporation. In all
other cases, Actuant Corporation is required by Section 180.0851(2) of the WBCL
to indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
Actuant Corporation, unless it is determined that he or she breached or failed
to perform a duty owed to Actuant Corporation and the breach or failure to
perform constitutes: (i) a willful failure to deal fairly with Actuant
Corporation or its shareholders in connection with a matter in which the
director or officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful; (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the
WBCL provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Actuant Corporation's articles of incorporation, bylaws, a written
agreement or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of Actuant Corporation
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

                                      I-2

<PAGE>

         Article VIII of Actuant Corporation's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of Actuant
Corporation are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

                                    EXHIBITS

4.1        Indenture, dated as of November 10, 2003, by and between the
           Registrants and U.S. Bank National Association including the form of
           2% Convertible Senior Subordinated Debenture due 2023
4.2        Articles of Incorporation of Actuant Corporation (incorporated herein
           by reference to Exhibit 4.9 to Actuant Corporation's Quarterly Report
           on Form 10-Q for the quarter ended February 28, 2001)
4.3        Amended and Restated Bylaws of Actuant Corporation (incorporated
           herein by reference to Exhibit 3.4 to Actuant Corporation's Quarterly
           Report on Form 10-Q for the quarter ended May 31, 2001)
4.4        Registration Rights Agreement dated as of November 10, 2003 among
           Actuant Corporation, Wachovia Capital Markets, LLC and Goldman Sachs
           & Co.
5.1        Opinion of McDermott, Will & Emery
5.2        Opinion of Quarles & Brady LLP
*8         Opinion of McDermott, Will & Emery as to certain tax matters
12.1       Statements Regarding Computation of Ratios
23.1       Consent of PricewaterhouseCoopers LLP
23.2       Consent of McDermott, Will & Emery (included in the opinions filed as
           Exhibits 5.1 and 8)
23.3       Consent of Quarles & Brady LLP (included in the opinion filed as
           Exhibit 5.2)
24         Powers of Attorney (previously filed)
25         Statement of Eligibility of the Trustee on Form T-1
- ----------

*        To be filed by amendment

ITEM 17. UNDERTAKINGS

The undersigned hereby undertake:

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

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

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

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

                                      I-3

<PAGE>

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

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

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

         The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Actuant Corporation's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions (except for the insurance
referred to in the last paragraph of Item 15), or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding and other than a claim
under such insurance) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                                      I-4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on February 27, 2004.

                                       ACTUANT CORPORATION


                                       By:      /s/ Andrew G. Lampereur
                                                --------------------------------
                                                Name:  Andrew G. Lampereur
                                                Title:  Chief Financial Officer/
                                                        Vice President


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 27, 2004.

<TABLE>
<CAPTION>
                        SIGNATURE                                                     TITLE                     I- 10
                        ---------                                                     -----                     -----

<S>                                                             <C>
                            *
- ---------------------------------------------------------       Chairman of the Board, President and
                   Robert C. Arzbaecher                             Chief Executive Officer, Director

                            *
- ---------------------------------------------------------       Director
                   H. Richard Crowther

                            *
- ---------------------------------------------------------       Director and Vice President-Kopp
                     Gustav H.P. Boel

                            *
- ---------------------------------------------------------       Director
                    Bruce S. Chelberg

                            *
- ---------------------------------------------------------       Director
                     William P. Sovey

                            *
- ---------------------------------------------------------       Director
                    Kathleen J. Hempel

                            *
- ---------------------------------------------------------       Director
                     William K. Hall

                            *
- ---------------------------------------------------------       Director
                    Thomas J. Fischer

                                      I-5

<PAGE>

                            *
- ---------------------------------------------------------       Director
                    Robert A. Peterson

                 /s/ Andrew G. Lampereur
- ---------------------------------------------------------       Vice President and Chief Financial Officer
                   Andrew G. Lampereur                            (Principal Financial and Accounting Officer)

              *Pursuant to Power of Attorney
                 /s/ Andrew G. Lampereur
- ---------------------------------------------------------
                   Andrew G. Lampereur

</TABLE>

                                       I-6

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on February 27, 2004.

                                        APPLIED POWER INVESTMENTS II, INC.


                                        By:      /s/ Patrick C. Dorn
                                                 -------------------------------
                                                 Patrick C. Dorn, President,
                                                 Secretary & Treasurer


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Arzbaecher and Andrew G.
Lampereur, and each of them (each with full power to act alone), his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement and any related registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933 (in each case including, without limitation,
any post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as full and to all
intents and purposes as he or she might or would do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 27, 2004.

<TABLE>
<CAPTION>
                        SIGNATURE                                                     TITLE                     I- 10
                        ---------                                                     -----                     -----

<S>                                                             <C>
                            *
- ---------------------------------------------------------       President, Secretary & Treasurer, Director
                     Patrick C. Dorn

                            *
- ---------------------------------------------------------       Director
                    Michael R. Wimmer

                            *
- ---------------------------------------------------------       Director
                     Helen R. Friedli

*Pursuant to Power of Attorney
/s/ Andrew G. Lampereur
- --------------------------------------------------------
                   Andrew G. Lampereur

</TABLE>

                                       I-7

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on February 27, 2004.

                                       ENGINEERED SOLUTIONS L.P.


                                       By:      /s/ Andrew G. Lampereur
                                                --------------------------------
                                                Name:  Andrew G. Lampereur
                                                Title:  Vice President, Director


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 27, 2004.

<TABLE>
<CAPTION>
                        SIGNATURE                                                     TITLE                     I- 10
                        ---------                                                     -----                     -----

<S>                                                             <C>
                            *
- ---------------------------------------------------------       Chairman of the Board, President and
                   Robert C. Arzbaecher                           Chief Executive Officer, Director

                 /s/ Andrew G. Lampereur
- ---------------------------------------------------------       Vice President, Director
                   Andrew G. Lampereur

                            *
- ---------------------------------------------------------       Director
                     Helen R. Friedli



*Pursuant to Power of Attorney
/s/ Andrew G. Lampereur
- ---------------------------------------------------------
                   Andrew G. Lampereur

</TABLE>

                                      I-8

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on February 27, 2004.

                                       GB TOOLS AND SUPPLIES, INC.


                                       By:      /s/ Andrew G. Lampereur
                                                --------------------------------
                                                Name:  Andrew G. Lampereur
                                                Title:  Vice President,
                                                        Secretary and Director


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 27, 2004.

<TABLE>
<CAPTION>
                        SIGNATURE                                                     TITLE                     I- 10
                        ---------                                                     -----                     -----

<S>                                                             <C>
                            *
- ---------------------------------------------------------       President and Director
                   Robert C. Arzbaecher

                 /s/ Andrew G. Lampereur
- ---------------------------------------------------------       Vice President, Secretary and Director
                   Andrew G. Lampereur

                            *
- ---------------------------------------------------------       Director
                     Helen R. Friedli



*Pursuant to Power of Attorney
/s/ Andrew G. Lampereur
- ---------------------------------------------------------
                   Andrew G. Lampereur

</TABLE>

                                       I-9

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on February 27, 2004.

                                       VERSA TECHNOLOGIES, INC.


                                       By:      /s/ Andrew G. Lampereur
                                                --------------------------------
                                                Name:  Andrew G. Lampereur
                                                Title:  Vice President,
                                                        Secretary and Director


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Arzbaecher and Andrew G.
Lampereur, and each of them (each with full power to act alone), his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement and any related registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933 (in each case including, without limitation,
any post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as full and to all
intents and purposes as he or she might or would do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 27, 2004.

<TABLE>
<CAPTION>
                        SIGNATURE                                                     TITLE                     I- 10
                        ---------                                                     -----                     -----

<S>                                                             <C>
                            *
- ---------------------------------------------------------       Chairman of the Board, President and
                   Robert C. Arzbaecher                           Chief Executive Officer, Director

                 /s/ Andrew G. Lampereur
- ---------------------------------------------------------       Vice President, Secretary and Director
                   Andrew G. Lampereur

                            *
- ---------------------------------------------------------       Director
                     Helen R. Friedli



*Pursuant to Power of Attorney
/s/ Andrew G. Lampereur
- ---------------------------------------------------------
                   Andrew G. Lampereur

</TABLE>

                                      I-10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a65322_ind.txt
<DESCRIPTION>INDENTURE
<TEXT>
           ----------------------------------------------------------

                              ACTUANT CORPORATION,


                          THE GUARANTORS PARTIES HERETO

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

                  2% Convertible Senior Subordinated Debentures
                                    due 2023
           ----------------------------------------------------------

                                    INDENTURE

                          Dated as of November 10, 2003
           ----------------------------------------------------------

<TABLE>
                                                           TABLE OF CONTENTS
                                                           -----------------

<CAPTION>
                                                                                                                Page
                                                                                                                ----

                                                               Article 1

                                              DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                                                                                                              <C>
SECTION 1.1. Definitions.  1
SECTION 1.2. Other Definitions...................................................................................11
SECTION 1.3. Incorporation by Reference of Trust Indenture Act...................................................12
SECTION 1.4. Rules of Construction...............................................................................13

                                                               Article 2

                                                            THE SECURITIES

SECTION 2.1. Form and Dating.....................................................................................13
SECTION 2.2. Execution and Authentication........................................................................15
SECTION 2.3. Registrar, Paying Agent and Conversion Agent........................................................15
SECTION 2.4. Paying Agent to Hold Money in Trust.................................................................16
SECTION 2.5. Securityholder Lists................................................................................16
SECTION 2.6. Transfer and Exchange...............................................................................17
SECTION 2.7. Replacement Securities..............................................................................18
SECTION 2.8. Outstanding Securities..............................................................................18
SECTION 2.9. Treasury Securities.................................................................................19
SECTION 2.10. Temporary Securities...............................................................................19
SECTION 2.11. Cancellation 19
SECTION 2.12. Legend; Additional Transfer and Exchange Requirements..............................................20
SECTION 2.13. Defaulted Interest.................................................................................22
SECTION 2.14. Calculation of Tax Original Issue Discount.........................................................23
SECTION 2.15. CUSIP Numbers......................................................................................23

                                                               Article 3

                                                       REDEMPTION AND PURCHASES

SECTION 3.1. Right to Redeem; Notice to Trustee..................................................................24
SECTION 3.2. Selection of Securities to Be Redeemed..............................................................24
SECTION 3.3. Notice of Redemption................................................................................25
SECTION 3.4. Effect of Notice of Redemption......................................................................26
SECTION 3.5. Deposit of Redemption Price.........................................................................26
SECTION 3.6. Securities Redeemed in Part.........................................................................26
SECTION 3.7. Purchase of Securities at the Option of the Holder..................................................26
SECTION 3.8. Purchase of Securities at Option of the Holder Upon Designated Event................................28
SECTION 3.9. Effect of Purchase Notice...........................................................................31
SECTION 3.10. Deposit of Purchase Price..........................................................................32

                                                            i

<PAGE>

SECTION 3.11. Securities Purchased in Part.......................................................................32
SECTION 3.12. Compliance with Securities Laws Upon Purchase of Securities........................................32
SECTION 3.13. Repayment to the Company...........................................................................33

                                                               Article 4

                                                          CONTINGENT INTEREST

SECTION 4.1. Contingent Interest.................................................................................33
SECTION 4.2. Payment of Contingent Interest; Contingent Interest Rights Preserved................................33

                                                               Article 5

                                                              CONVERSION

SECTION 5.1. Conversion Right....................................................................................33
SECTION 5.2. Conversion Procedure................................................................................36
SECTION 5.3. Fractional Shares...................................................................................38
SECTION 5.4. Taxes on Conversion.................................................................................38
SECTION 5.5. Company to Provide Stock............................................................................38
SECTION 5.6. Adjustment of Conversion Rate.......................................................................38
SECTION 5.7. No Adjustment 44
SECTION 5.8. Adjustment for Tax Purposes.........................................................................44
SECTION 5.9. Notice of Adjustment................................................................................44
SECTION 5.10. Notice of Certain Transactions.....................................................................44
SECTION 5.11. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege..................45
SECTION 5.12. Trustee's Disclaimer...............................................................................46
SECTION 5.13. Voluntary Increase.................................................................................46

                                                               Article 6

                                                    SUBORDINATION OF THE SECURITIES

SECTION 6.1. Agreement to Subordinate............................................................................46
SECTION 6.2. Liquidation, Dissolution, Bankruptcy................................................................46
SECTION 6.3. Default on Senior Indebtedness......................................................................47
SECTION 6.4. Acceleration of Payment of Securities...............................................................48
SECTION 6.5. When Distribution Must Be Paid Over.................................................................48
SECTION 6.6. Subrogation.  48
SECTION 6.7. Relative Rights.....................................................................................48
SECTION 6.8. Subrogation May Not Be Impaired By The Company......................................................49
SECTION 6.9. Rights of Trustee and Paying Agent..................................................................49
SECTION 6.10. Distribution or Notice to Representative...........................................................49
SECTION 6.11. Article 6 Not To Prevent Events of Default or Limit Right To Accelerate............................49
SECTION 6.12. Trustee Entitled To Rely...........................................................................50
SECTION 6.13. Trustee To Effectuate Subordination................................................................50

                                                           ii

<PAGE>

SECTION 6.14. Trustee Not Fiduciary for Holders of Senior Indebtedness...........................................50
SECTION 6.15. Reliance by Holders of Senior Indebtedness on Subordination........................................50

                                                               Article 7

                                                               COVENANTS

SECTION 7.1. Payment of Securities...............................................................................51
SECTION 7.2. Maintenance of Office or Agency.....................................................................51
SECTION 7.3. SEC Reports and Other Reports.......................................................................52
SECTION 7.4. Compliance Certificates.............................................................................52
SECTION 7.5. Further Instruments and Acts........................................................................52
SECTION 7.6. Maintenance of Corporate Existence..................................................................52
SECTION 7.7. Rule 144A Information Requirement...................................................................52
SECTION 7.8. Stay, Extension and Usury Laws......................................................................53
SECTION 7.9. Payment of Liquidated Damages.......................................................................53
SECTION 7.10. Future Subsidiary Guarantors.......................................................................53
SECTION 7.11. Prohibition on Incurrence of Certain Senior Subordinated Debt......................................53

                                                               Article 8

                                         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms................................................54
SECTION 8.2. Successor Substituted...............................................................................54

                                                               Article 9

                                                         DEFAULT AND REMEDIES

SECTION 9.1. Events of Default...................................................................................55
SECTION 9.2. Acceleration  57
SECTION 9.3. Other Remedies......................................................................................57
SECTION 9.4. Waiver of Defaults and Events of Default............................................................57
SECTION 9.5. Control by Majority.................................................................................58
SECTION 9.6. Limitations on Suits................................................................................58
SECTION 9.7. Rights of Holders to Receive Payment and to Convert.................................................58
SECTION 9.8. Collection Suit by Trustee..........................................................................59
SECTION 9.9. Trustee May File Proofs of Claim....................................................................59
SECTION 9.10. Priorities   59
SECTION 9.11. Undertaking for Costs..............................................................................60

                                                              Article 10

                                                                TRUSTEE

SECTION 10.1. Duties of Trustee..................................................................................60
SECTION 10.2. Rights of Trustee..................................................................................61

                                                          iii

<PAGE>

SECTION 10.3. Individual Rights of Trustee.......................................................................63
SECTION 10.4. Trustee's Disclaimer...............................................................................63
SECTION 10.5. Notice of Default or Events of Default.............................................................63
SECTION 10.6. Reports by Trustee to Holders......................................................................63
SECTION 10.7. Compensation and Indemnity.........................................................................63
SECTION 10.8. Replacement of Trustee.............................................................................64
SECTION 10.9. Successor Trustee by Merger, Etc...................................................................65
SECTION 10.10. Eligibility; Disqualification.....................................................................65
SECTION 10.11. Preferential Collection of Claims Against Company.................................................65

                                                              Article 11

                                                SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.1. Satisfaction and Discharge of Indenture............................................................66
SECTION 11.2. Application of Trust Money.........................................................................66
SECTION 11.3. Repayment to Company...............................................................................66
SECTION 11.4. Reinstatement......................................................................................67

                                                              Article 12

                                                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 12.1. Without Consent of Holders.........................................................................67
SECTION 12.2. With Consent of Holders............................................................................68
SECTION 12.3. Compliance with Trust Indenture Act................................................................69
SECTION 12.4. Revocation and Effect of Consents..................................................................69
SECTION 12.5. Notation on or Exchange of Securities..............................................................70
SECTION 12.6. Trustee to Sign Amendments, Etc....................................................................70
SECTION 12.7. Effect of Supplemental Indentures..................................................................70

                                                              Article 13

                                                              GUARANTEES

SECTION 13.1. Unconditional Guarantee............................................................................70
SECTION 13.2. Severability.......................................................................................71
SECTION 13.3. Release of Guarantor from the Subsidiary Guarantee.................................................71
SECTION 13.4. Limitation on Amount Guaranteed; Contribution by Guarantors........................................72
SECTION 13.5. Waiver of Subrogation..............................................................................73
SECTION 13.6. Execution of Subsidiary Guarantee..................................................................74
SECTION 13.7. Waiver of Stay, Extension or Usury Laws............................................................74

                                                              Article 14

                                                      SUBORDINATION OF GUARANTEES

SECTION 14.1. Agreement to Subordinate...........................................................................74

                                                           iv

<PAGE>

SECTION 14.2. Liquidation, Dissolution, Bankruptcy...............................................................75
SECTION 14.3. Default on Senior Indebtedness.....................................................................75
SECTION 14.4. Acceleration of Payment of Securities..............................................................76
SECTION 14.5. When Distribution Must Be Paid Over................................................................76
SECTION 14.6. Subrogation. 77
SECTION 14.7. Relative Rights....................................................................................77
SECTION 14.8. Subordination May Not Be Impaired by a Guarantor...................................................77
SECTION 14.9. Rights of Trustee and Paying Agent.................................................................77
SECTION 14.10. Distribution or Notice to Representative..........................................................78
SECTION 14.11. Article 14 Not To Prevent Events of Default or Limit Right To Accelerate..........................78
SECTION 14.12. Trustee Entitled To Rely..........................................................................78
SECTION 14.13. Trustee To Effectuate Subordination...............................................................78
SECTION 14.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors............................79
SECTION 14.15. Reliance by Holders of Senior Indebtedness of Guarantors on Subordination Provisions..............79

                                                              Article 15

                                                             MISCELLANEOUS

SECTION 15.1. Trust Indenture Act Controls.......................................................................79
SECTION 15.2. Notices      79
SECTION 15.3. Communications by Holders with Other Holders.......................................................80
SECTION 15.4. Certificate and Opinion as to Conditions Precedent.................................................80
SECTION 15.5. Record Date for Vote or Consent of Securityholders.................................................81
SECTION 15.6. Rules by Trustee, Paying Agent, Registrar and Conversion Agent.....................................81
SECTION 15.7. Legal Holidays.....................................................................................81
SECTION 15.8. Governing Law; Waiver of Jury Trial................................................................81
SECTION 15.9. No Adverse Interpretation of Other Agreements......................................................82
SECTION 15.10. No Recourse Against Others........................................................................82
SECTION 15.11. Successors  82
SECTION 15.12. Multiple Counterparts.............................................................................82
SECTION 15.13. Separability......................................................................................82
SECTION 15.14. Table of Contents, Headings, Etc..................................................................82


SCHEDULE I  Projected Payment Schedule........................................................................Sch-1

EXHIBIT A  Form of Global Security............................................................................A-1
EXHIBIT B  Form of Certificated Security......................................................................B-1
EXHIBIT C  Form of Transfer Certificate.......................................................................C-1
EXHIBIT D  Form of Option to Elect Repurchase Upon Change of Control..........................................D-1
EXHIBIT E  Form of Supplemental Indenture to Add Guarantors...................................................E-1
EXHIBIT F  Form of Subsidiary Guarantee.......................................................................F-1

                                                           v

</TABLE>

<PAGE>

                  THIS INDENTURE dated as of November 10, 2003 is among Actuant
Corporation, a corporation duly organized under the laws of the State of
Wisconsin (the "Company"), the Guarantors (as defined below) and U.S. Bank
National Association, a national banking organization, not individually, but
solely in its capacity as trustee (in such capacity, together with any
successor, the "Trustee").

                  The Company has duly authorized the creation of an issue of 2%
Convertible Senior Subordinated Debentures due 2023 (the "Securities") having
the terms, tenor, amount and other provisions hereinafter set forth, and, to
provide therefor, the Company has duly authorized the execution and delivery of
this Indenture. Each of the Guarantors has authorized its Subsidiary Guarantee
(as defined below) of the Securities, such Subsidiary Guarantees having the
terms, tenor and other provisions hereinafter set forth, and, to provide
therefor, each of the Guarantors has duly authorized the execution and delivery
of this Indenture.

                  All things necessary to make the Securities and the Subsidiary
Guarantees, when the same are duly executed by the Company and the Guarantors,
respectively, and authenticated and delivered hereunder and duly issued by the
Company and the Guarantors, respectively, the valid obligations of the Company
and the Guarantors, as applicable, and to make this Indenture a valid and
binding agreement of the Company and the Guarantors, in accordance with their
and its terms, have been done.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of any Holder (as defined below)
of the Securities.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                 SECTION 1.1. Definitions.

                  "13% Notes" means the 13% Senior Subordinated Notes due 2009
issued by the Company pursuant to an indenture dated August 1, 2000, as amended
or supplemented from time to time, among the Company, certain subsidiary
guarantors party thereto and the Bank One Trust Company, N.A., as trustee.

                  "Affiliate" means, with respect to any specified person, any
other person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified person. For the purposes of this
definition, "control" when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Agent" means any Registrar, Paying Agent or Conversion Agent.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary, in each case to the extent applicable to such
transfer or exchange.

<PAGE>

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

                  "Board of Directors" means either the board of directors of
the Company or any committee of the Board of Directors authorized to act for it
with respect to this Indenture.

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

                  "Capital Lease Obligations" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

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

                  "Cash" or "cash" means such coin or currency of the United
States as at any payment is legal tender for the payment of public and private
debts.

                  "Certificated Security" means any of the Securities that are
in the form attached hereto as Exhibit B.

                  "Common Stock" means the Class A common stock of the Company,
$0.20 par value, as it exists on the date of this Indenture.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall mean such
successor.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered which office at the date of the execution of this Indenture is
located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Corporate
Trust Administration, or at any other time at such other address as the Trustee
may designate from time to time by notice to the Company.

                  "Contingent Interest" means such cash interest payable as
described in Article 4. All references herein or in the Securities to interest
accrued or payable as of any date shall include Contingent Interest accrued or
payable as of such date to the extent that, in such context, Contingent Interest
is, was or would be payable in respect of the Securities pursuant to the terms
of the Securities, and express mention of the payment of Contingent Interest (if
applicable) in any provision hereof shall not be construed as excluding
Contingent Interest in those provisions hereof where no express mention is not
made. Anything in this Indenture or the Securities to the contrary

                                       2

<PAGE>

notwithstanding, Contingent Interest, if any, shall only be payable under the
circumstances specified in the Securities.

                  "Credit Facility" means the Company's senior credit facility
(including all documents entered into by the Company and any of its subsidiaries
in connection therewith), dated as of May 22, 2002, among the Company, and the
agents and lenders named therein, and any other bank credit agreement or similar
facility entered into in the future by the Company or any Guarantor, as any of
the same, in whole or in part, may be amended, renewed, extended, increased,
substituted, refinanced, restructured or replaced (including, any successive
renewals, extensions, increases, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing).

                  "Closing Sale Price" means the closing per share sale price
(or if no closing sale price is reported, the average of the bid and ask prices
or, if more than one in either case, the average of the average closing bid and
the average closing ask prices) on such date as reported in composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by the Nasdaq National
Market, or if the Common Stock is not quoted on the Nasdaq National Market, by
the National Quotation Bureau Incorporated. In the absence of such a quotation,
the Company will determine the Closing Sale Price on the basis it considers
appropriate.

                  "Conversion Price" as of any day will equal $1,000 divided by
the Conversion Rate.

                  "Currency Agreement" means in respect of a Person, any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

                  "Current Market Price" shall mean, as of any date of
determination, the average of the daily Closing Sale Prices per share of Common
Stock for the ten consecutive Trading Days selected by the Company commencing on
and including the fifth Trading Day after the "ex" date with respect to the
issuance, distribution, subdivision or combination requiring such computation.
For purpose of this paragraph, the term "ex" date, (a) when used with respect to
any issuance or distribution, means the first date on which the Common Stock
trades, regular way, on the relevant exchange or in the relevant market from
which the Closing Sale Price was obtained without the right to receive such
issuance or distribution, and (b) when used with respect to any subdivision or
combination of shares of Common Stock, means the first date on which the Common
Stock trades, regular way, on such exchange or in such market after the time at
which such subdivision or combination becomes effective. If another issuance,
distribution, subdivision or combination to which Section 5.6(e) applies occurs
during the period of ten consecutive trading days referred to above applicable
for calculating "Current Market Price" pursuant to this definition, the "Current
Market Price" shall be calculated for such period in a manner determined by the
Board of Directors to reflect the impact of such issuance, distribution,
subdivision or combination on the Closing Sale Price of the Common Stock during
such period

                                       3

<PAGE>

                  "Default" or "default" means, when used with respect to the
Securities, any event which is or, after notice or passage of time or both,
would be an Event of Default.

                  "Designated Senior Indebtedness" means

                  (a) the Indebtedness under the Credit Facility; and

                  (b) any other Senior Indebtedness of the Company which, at the
date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $25 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture.

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

                  (a) matures or is mandatorily redeemable pursuant to a sinking
fund obligation or otherwise,

                  (b) is convertible or exchangeable for Indebtedness or
Disqualified Stock or

                  (c) is redeemable or must be purchased, upon the occurrence of
certain events or otherwise, by such Person at the option of the holder thereof,
in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to purchase or redeem such Capital Stock, upon the
occurrence of a Designated Event occurring prior to the first anniversary of the
Stated Maturity of the Securities shall not constitute Disqualified Stock if:

                  (i) the Designated Event provisions applicable to such Capital
Stock are not more favorable to the holders of such Capital Stock than the terms
applicable to the Securities and described in Section 3.8; and

                  (ii) any such requirement only becomes operative after
compliance with such terms applicable to the Securities, including the purchase
of any Securities tendered pursuant thereto.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, as in effect
from time to time.

                  "Ex-Dividend Date" means, with respect to any issuance or
distribution on shares of Common Stock, the first date on which a sale of the
shares of Common Stock does not automatically transfer the right to receive the
relevant distribution from the seller of the Common Stock to the buyer.

                  "Final Maturity Date" means November 15, 2023.

                                       4

<PAGE>

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of this Indenture,
including those set forth in (a) the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants, (b) the statements and pronouncements of the Financial Accounting
Standards Board, (c) such other statements by such other entity as approved by a
significant segment of the accounting profession and (d) the rules and
regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in registration statements filed
under the Securities Act and periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of
the SEC.

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

                  (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness of such Person (whether arising by
virtue of agreements to keep-well, to take-or-pay or to maintain financial
statement conditions or otherwise), or

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

provided, however, that the term "guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning. The term "guarantor" shall mean any
Person guaranteeing any obligation.

                  "Guarantors" means (a) each of the Company's Subsidiaries
providing guarantees under the 13% Notes on the Issue Date and (b) any of the
Company's Subsidiaries that provides a guarantee of the Company's Indebtedness
pursuant to Section 7.10 or otherwise in the future executes a supplemental
indenture in which such Subsidiary unconditionally guarantees on a senior
subordinated basis the Company's obligations under the Securities and this
Indenture; provided, that, any Person constituting a Guarantor as described
above shall cease to constitute a Guarantor when its respective Subsidiary
Guarantee is released in accordance with the terms of this Indenture.

                  "Global Security" means a permanent Global Security that is in
the form attached hereto as Exhibit A and which is deposited with the Depositary
or its custodian and registered in the name of the Depositary or its nominee.

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

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

                                       5

<PAGE>

                  "Incur" means issue, assume, guarantee, incur or otherwise
become liable (and the terms "Incurrence", "Incurring" and "Incurred" shall have
correlative meanings).

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

                  (a) the principal in respect of:

                  (i) indebtedness of such Person for money borrowed and

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

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

                  (c) 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);

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

                  (e) the amount of all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Subsidiary of such Person, the liquidation preference with
respect to, any Preferred Stock (but excluding, in each case, any accrued
dividends);

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

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

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

                                       6

<PAGE>

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date.

                  "Indenture" means this Indenture as amended or supplemented
from time to time pursuant to the terms of this Indenture, including provisions
of the TIA that are deemed to be a part hereof.

                  "Interest Payment Date" means May 15 and November 15 of each
year, commencing May 15, 2004.

                  "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                  "Initial Purchasers" means Wachovia Capital Markets, LLC and
Goldman, Sachs & Co.

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

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

                  "Liquidated Damages" has the meaning specified in Section 5 of
the Registration Rights Agreement, except that such term, as used herein, shall
mean only such Liquidated Damages that are payable with respect to the
Securities. All references herein or in the Securities to interest accrued or
payable as of any date shall include any Liquidated Damages accrued or payable
as of such date as provided in the Registration Rights Agreement to the extent
that, in such context, Liquidated Damages are, were or would be payable in
respect of the Securities pursuant to the Registration Rights Agreement, and
express mention of the payment of Liquidated Damages (if applicable) in any
provision hereof shall not be construed as excluding Liquidated Damages in those
provisions hereof where no express mention is not made; provided, however, that
it is understood and agreed that, as set forth in the Registration Rights
Agreement, Liquidated Damages may under certain circumstances be payable in
respect of some of the Securities but not be payable in respect of the other
Securities. Anything in this Indenture or the Securities to the contrary
notwithstanding, Liquidated Damages, if any, shall only be payable under the
circumstances provided in the Registration Rights Agreement and, if payable,
shall be payable only to the Holders specified in the Registration Rights
Agreement and only to the extent specified therein

                  "Obligation" means, with respect to any Indebtedness, any
principal, interest, penalties, fees, indemnifications, reimbursements,
including damages, and other liabilities payable under the documentation
governing such Indebtedness.

                  "Officer" means the Chairman, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, Treasurer, the
Controller, the Secretary or Assistant Secretary of the Company or Guarantor, as

                                       7

<PAGE>

applicable, or any other officer designated by the Board of Directors serving in
a similar capacity.

                  "Officers' Certificate" means a certificate signed by two
Officers; provided, however, that for purposes of Section 7.4, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer of the Company.

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

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

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

                  "Purchase Date" means an Optional Purchase Date or a
Designated Event Purchase Date, as applicable.

                  "Purchase Notice" means an Optional Purchase Notice or a
Designated Event Purchase Notice, as applicable.

                  "Purchase Price" means the Optional Purchase Price or the
Designated Event Purchase Price, as applicable.

                  "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

                  "Redemption Date" when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to this Indenture.

                  "Redemption Price" when used with respect to any Security to
be redeemed, means the price fixed for such redemption pursuant to this
Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated, as of November 10, 2003, among the Company, each of the
Guarantors and the Initial Purchasers.

                  "Representative" means (a) the indenture trustee or other
trustee, agent or representative for any Senior Indebtedness or (b) with respect
to any Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting

                                       8

<PAGE>

with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

                  "Restricted Global Security" means a Global Security that is a
Restricted Security.

                  "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibit A and
Exhibit B of this Indenture.

                  "Rule 144" means Rule 144 under the Securities Act or any
successor to such Rule.

                  "Rule 144A" means Rule 144A under the Securities Act or any
successor to such Rule.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Guarantor
transfers such property to a Person and the Company or a Guarantor leases it
from such Person.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" has the meaning assigned to it in the preamble to
this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

                  "Securities Custodian" means the Trustee, as custodian of the
Depositary with respect to the Securities in the form of a Global Security, or
any successor thereto.

                  "Senior Indebtedness" means

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

                  (b)      accrued and unpaid interest (including interest
                           accruing on or after the filing of any petition in
                           bankruptcy or for reorganization relating to such
                           Person to the extent post-filing interest is allowed
                           in such proceeding) in respect of (i) indebtedness of
                           such Person for money borrowed and (ii) indebtedness
                           evidenced by notes, debentures (including the
                           Securities), bonds or other similar instruments for
                           the payment of which such Person is responsible or
                           liable unless, in the case of (a) and (b), in the
                           instrument creating or evidencing the same or
                           pursuant to which the same is outstanding, it is
                           provided that such obligations are subordinate in
                           right of payment to the Securities, and

                  (c)      Indebtedness under the Credit Facility;

                  provided, however, that Senior Indebtedness shall not include

                  (A)      any obligation of such Person to any Subsidiary,

                                       9

<PAGE>

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

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

                  (D)      any Indebtedness of such Person (and any accrued and
                           unpaid interest in respect thereof) which is
                           subordinate or junior in any respect to any other
                           Indebtedness or other obligation of such Person, or

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

                  "Senior Subordinated Indebtedness" means (a) with respect to
the Company, the Securities, the 13% Notes and any other Indebtedness of the
Company that specifically provides that such Indebtedness is to have the same
rank as the Securities in right of payment and is not subordinated by its terms
in right of payment to any Indebtedness or other obligation of the Company which
is not Senior Indebtedness and (b) with respect to any Guarantor, the Subsidiary
Guarantee, its guarantee of the 13% Notes and any other Indebtedness of such
Guarantor that specifically provides that such Indebtedness is to have the same
rank as the Subsidiary Guarantees in right of payment and is not subordinated by
its term in right or payment to any Indebtedness or other obligation of such
Guarantor which is not Senior Indebtedness.

                  "Significant Subsidiary" means any Subsidiary of the Company
that is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X
under the Exchange Act.

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

                  "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement to that effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) 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

                  (a) such Person,

                  (b) such Person and one or more Subsidiaries of such Person,
or

                  (c) one or more Subsidiaries of such Person.

                                       10

<PAGE>

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

                  "Tax Original Issue Discount" means the amount of ordinary
interest income on a Security that must be accrued as original issue discount
for United States Federal income tax purposes pursuant to Treasury Regulation
Section 1.1275-4.

                  "TIA" means the Trust Indenture Act of 1939, as amended, and
the rules and regulations thereunder as in effect on the date of this Indenture,
except as provided in Section 11.3, and except to the extent any amendment to
the Trust Indenture Act expressly provides for application of the Trust
Indenture Act as in effect on another date.

                  "Trading Day" means, with respect to any security, each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are not generally traded on the principal exchange or market in which
such security is traded.

                  "Trading Price" means, on any date of determination, the
average of the secondary market bid quotations per $1,000 principal amount of
Securities obtained by the Trustee for $10,000,000 principal amount of
Securities at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers selected by
the Company; provided, that if three such bids cannot reasonably be obtained by
the Trustee, but two bids are obtained, then the average of the two bids shall
be used, and if only one such bid can reasonably be obtained by the Trustee, one
bid shall be used.

                  "Trustee" means the party named as such in the first paragraph
of this Indenture until a successor replaces it in accordance with the
provisions of this Indenture, and thereafter means the successor.

                  "Trust Officer" means, with respect to the Trustee, any
officer assigned to the Corporate Trust Office, and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

                  "Vice President" when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

                  "Voting Stock" of a Person means stock of the class or classes
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of a corporation or other entity (irrespective of whether
or not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

                 SECTION 1.2. Other Definitions.

<TABLE>
<CAPTION>
                  Term                                                  Defined in Section
                  ----                                                  ------------------

                  <S>                                                           <C>
                  "Adjusted Maximum Amount".............................        13.4(b)
                   -----------------------
                  "Agent Members".......................................         2.1(b)
                   -------------

                                       11

<PAGE>

                  Term                                                  Defined in Section
                  ----                                                  ------------------

                  "Aggregate Payments"..................................        13.4(b)
                   ------------------
                  "Bankruptcy Law"......................................         9.1
                   --------------
                  "Blockage Notice".....................................         6.3,14.3
                   ---------------
                  "Company Order".......................................         2.2
                   -------------
                  "Conversion Agent"....................................         2.3
                   ----------------
                  "Conversion Date".....................................         5.2
                   ---------------
                  "Conversion Rate".....................................         5.1
                   ---------------
                  "Custodian"...........................................         9.1
                   ---------
                  "Depositary"..........................................         2.1
                   ----------
                  "Designated Event"....................................         3.8(a)
                   ----------------
                  "Designated Event Purchase Date"......................         3.8(a)
                   ------------------------------
                  "Designated Event Purchase Notice"....................         3.8(c)
                   --------------------------------
                  "Designated Event Purchase Price".....................         3.8(a)
                   -------------------------------
                  "Distributed Property"................................         5.6(e)
                   --------------------
                  "Event of Default"....................................         9.1
                   ----------------
                  "Expiration Time".....................................         5.6(f)
                   ---------------
                  "Fair Share"..........................................        13.4(b)
                   ----------
                  "Fair Share Shortfall"................................        13.4(b)
                   --------------------
                  "Funding Guarantor"...................................        13.4(b)
                   -----------------
                  "Fraudulent Transfer Laws"............................        13.4(a)
                   ------------------------
                  "Guarantee Obligations"...............................        14.1
                   ---------------------
                  "Insignificant Subsidiaries"..........................         9.1(i)
                   --------------------------
                  "Legal Holiday".......................................        15.7
                   -------------
                  "Legend"..............................................         2.12
                   ------
                  "Moody's".............................................         5.1
                   -------
                  "Optional Purchase Date"..............................         3.7(a)
                   ----------------------
                  "Optional Purchase Notice"............................         3.7(c)
                   ------------------------
                  "Optional Purchase Price".............................         3.7(a)
                   -----------------------
                  "Paying Agent"........................................         2.3
                   ------------
                  "Payment Blockage Period".............................         6.3, 14.3
                   -----------------------
                  "Purchased Shares"....................................         5.6(i)
                   ----------------
                  "QIB".................................................         2.1
                   ---
                  "Registrar"...........................................         2.3
                   ---------
                  "Semi-annual Period"..................................         4.1
                   ------------------
                  "Standard & Poor's"...................................         5.1
                   -----------------
                  "Subsidiary Distribution".............................         5.6(e)
                   -----------------------
</TABLE>

                  SECTION 1.3. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, that 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 Securities;

                  "indenture security holder" means a Securityholder;

                                       12

<PAGE>

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the indenture securities means the Company or any
other obligor on the Securities.

                  All other terms used in this Indenture that are defined in the
TIA, defined by TIA reference to another statute or defined by any SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

                  SECTION 1.4. Rules of Construction. Unless the context
otherwise requires:

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

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

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

                  (d) "or" is not exclusive;

                  (e) "including" means including without limitation;

                  (f) the masculine gender includes the feminine and the neuter;

                  (g) references to agreements and other instruments include
subsequent amendments thereto; and

                  (h) "herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                   ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.1. Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the respective forms set
forth in Exhibit A and Exhibit B, which Exhibits are incorporated in and made
part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall
provide any such notations, legends or endorsements to the Trustee in writing.
Each Security shall be dated the date of its authentication.

                  (a) Restricted Global Securities. All of the Securities are
initially being offered and sold in the United States to "qualified
institutional buyers" as defined in Rule 144A (collectively, "QIBs" or
individually, each a "QIB") in reliance on Rule 144A under the Securities Act
and shall be issued initially in the form of one or more Restricted Global

                                       13

<PAGE>

Securities, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, at its Corporate Trust Office,
as custodian for the depositary, The Depository Trust Company (such depositary,
or any successor thereto, being hereinafter referred to as the "Depositary"),
and registered in the name of its nominee, Cede & Co., duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount at the Final Maturity Date of the Restricted Global Securities
may from time to time be increased or decreased by adjustments made on the
records of the Securities Custodian as hereinafter provided, subject in each
case to compliance with the Applicable Procedures.

                  (b) Global Securities In General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount at the Final
Maturity Date of outstanding Securities from time to time endorsed thereon and
that the aggregate amount of outstanding Securities represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions, purchases or conversions of such Securities. Any adjustment of the
aggregate principal amount of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Trustee and shall be made on the records of the Trustee and
the Depositary.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or under the Global Security,
and the Depositary (including, for this purpose, its nominee) may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (B) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (c) Book Entry Provisions. The Company shall execute and the
Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of the Depositary or its nominee, (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions or held by the Trustee
as custodian for such Depositary and (iii) shall bear legends substantially to
the following effect:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO ACTUANT
                  CORPORATION (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF
                  TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
                  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
                  IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
                  TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
                  TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

                                       14

<PAGE>

                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
                  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
                  PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                  CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE
                  DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
                  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
                  THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE."

                  (d) Certificated Securities. Securities not issued in the
Global Securities will be issued as Certificated Securities.

                  SECTION 2.2. Execution and Authentication. An Officer shall
sign the Securities for the Company by manual or facsimile signature.
Typographic and other minor errors or defects in any such facsimile signature
shall not affect the validity or enforceability of any Security which has been
authenticated and delivered by the Trustee.

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

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

                  The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$150,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated. The aggregate
principal amount of Securities outstanding at any time may not exceed the amount
set forth in the foregoing sentence, except as provided in Section 2.7.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 principal amount and any
integral multiple thereof.

                  SECTION 2.3. Registrar, Paying Agent and Conversion Agent. The
Company shall maintain one or more offices or agencies where Securities may be
presented for registration of transfer or for exchange (each, a "Registrar"),
one or more offices or agencies where Securities may be presented for payment
(each, a "Paying Agent"), one or more offices or agencies where Securities may
be presented for conversion (each, a "Conversion Agent"), and one or more

                                       15

<PAGE>

offices or agencies where notices and demands to or upon the Company in respect
of the Securities and this Indenture may be served. The Company will at all
times maintain a Paying Agent, Conversion Agent, Registrar, and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served in the Borough of Manhattan, The
City of New York. The Registrar shall keep a register of the Securities and of
their transfer and exchange.

                  The Company shall enter into an appropriate agency agreement
with any Agent that is not the Trustee. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee of the name and address of any Agent not a party to
this Indenture. If the Company fails to maintain a Registrar, Paying Agent,
Conversion Agent, or agent for service of notices and demands in any place
required by this Indenture, or fails to give the foregoing notice, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 10.7. The Company or any Affiliate of the Company may act as
Paying Agent, except that for purposes of Articles 3 and 11, neither the Company
nor any of the Guarantors or their respective Affiliates shall act as Paying
Agent.

                  The Company hereby initially designates the Trustee as Paying
Agent, Registrar, Securities Custodian and Conversion Agent, and the Corporate
Trust Office of the Trustee in the Borough of Manhattan, The City of New York
for each of the aforesaid purposes.

                  SECTION 2.4. Paying Agent to Hold Money in Trust. Prior to
10:00 a.m., New York City time, on each due date of the principal of or
interest, Contingent Interest, if any, and Liquidated Damages, if any, on any
Securities, the Company shall deposit with a Paying Agent a sum (in immediately
available funds if deposited on the due date) sufficient to pay such principal
or interest, Contingent Interest, if any, and Liquidated Damages, if any, so
becoming due. A Paying Agent shall agree in writing to hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest, Contingent Interest, if any, and
Liquidated Damages, if any, on the Securities (whether such assets have been
distributed to it by the Company, the Guarantors or any other obligor on the
Securities), and shall notify the Trustee of any default by the Company or the
Guarantors (or any other obligor on the Securities) in making any such payment.
If the Company or an Affiliate of the Company acts as Paying Agent, the Company
or such Affiliate shall, before 10:00 a.m. New York City time, on each due date
of the principal of or interest, Contingent Interest, if any, and Liquidated
Damages, if any, on any Securities, segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee, and the Trustee may at any time during the
continuance of any default, upon written request to a Paying Agent, require such
Paying Agent to pay forthwith to the Trustee all sums so held in trust by such
Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall
have no further liability for the money.

                  SECTION 2.5. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee on or before each
semi-annual Interest Payment Date and not more than 15 calendar days after the
applicable record date, and at such other times as the Trustee may request in

                                       16

<PAGE>

writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

                  SECTION 2.6. Transfer and Exchange. (a) Subject to Section
2.12 herein, when a Security is presented to a Registrar with a request to
register a transfer thereof or to exchange such Security for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested; provided, however, that
every Security presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by an assignment form and, if applicable,
a transfer certificate each in the form included in Exhibit C, and in form
satisfactory to the Registrar duly executed by the Holder thereof or its
attorney duly authorized in writing. To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 2.3, the Company
shall execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request. Any exchange or transfer shall be
without charge, except that the Company or the Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto, and provided that this sentence shall not apply to
any exchange pursuant to Sections 2.10, 2.12(a), 3.6, 3.11, 5.2 (conversion in
part) or 12.5.

                  Neither the Company, any Registrar nor the Trustee shall be
required to exchange or register a transfer of (i) any Securities for a period
of 15 days next preceding any mailing of a notice of Securities to be redeemed,
(ii) any Securities or portions thereof selected or called for redemption
(except, in the case of redemption of a security in part, the portion thereof
not to be redeemed), (iii) any Securities or portions thereof in respect of
which a Purchase Notice has been delivered and not withdrawn by the Holder
thereof (except, in the case of the purchase of a Security in part, the portion
thereof not to be purchased) or (iv) any Securities or portions thereof which
have been submitted for conversion pursuant to Article 5.

                  All Securities issued upon any transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

                  (b) Any Registrar appointed pursuant to Section 2.3 hereof
shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Securities upon
transfer or exchange of Securities.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Agent Members
or other beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                                       17

<PAGE>

                  Each Holder of a Security agrees to indemnify the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's Security in violation of any provision of this Indenture and/or
applicable United States Federal or state securities law.

                  SECTION 2.7. Replacement Securities. If any mutilated Security
is surrendered to the Company, a Registrar or the Trustee, or the Company, a
Registrar and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, the applicable Registrar and the Trustee such security or indemnity as
will be required by them to save each of them harmless, then, in the absence of
notice to the Company, such Registrar or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, or is about to be redeemed or
purchased by the Company pursuant to Article 3, the Company in its discretion
may, instead of issuing a new Security, pay, redeem or purchase such Security,
as the case may be.

                  Upon the issuance of any new Securities under this Section
2.7, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

                  Every new Security issued pursuant to this Section 2.7 in lieu
of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

                  The provisions of this Section 2.7 are (to the extent lawful)
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

                  SECTION 2.8. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee, except for those
canceled by it, those paid pursuant to Section 2.7, those converted pursuant to
Article 5, those delivered to it for cancellation or surrendered for transfer or
exchange and those described in this Section 2.8 as not outstanding.

                  If a Security is replaced pursuant to Section 2.7, it ceases
to be outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If a Paying Agent holds or, in the case of the Company or
Affiliate of the Company, the Company or such Affiliate has set aside and
segregated in trust, on a Redemption Date, a Purchase Date or the Final Maturity
Date money sufficient to pay the principal of (including premium, if any) and
accrued interest, Contingent Interest, if any, and Liquidated Damages, if any,

                                       18

<PAGE>

on Securities (or portions thereof) payable on that date, then on and after such
Redemption Date, Purchase Date or the Final Maturity Date, as the case may be,
such Securities (or portions thereof, as the case may be) shall cease to be
outstanding and interest, Contingent Interest, if any, and Liquidated Damages,
if any, on them shall cease to accrue; provided, that if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made.

                  Subject to the restrictions contained in Section 2.9, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

                  If a Security has been converted in accordance with Article 5,
then from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and interest, Contingent Interest, if any, and
Liquidated Damages, if any, shall cease to accrue on such Security.

                  SECTION 2.9. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities have concurred in any
notice, direction, waiver or consent, Securities owned by the Company or any
other obligor on the Securities or by any Affiliate of the Company or of such
other obligor shall be disregarded, except that, for purposes of determining
whether the Trustee shall be protected in relying on any such notice, direction,
waiver or consent, only Securities which a Trust Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Securities and that the pledgee is not the Company or any other obligor on the
Securities or any Affiliate of the Company or of such other obligor.

                  SECTION 2.10. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and execute, and,
upon receipt of a Company Order, the Trustee shall authenticate and deliver,
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company with the consent
of the Trustee considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
and deliver definitive Securities in exchange for temporary Securities. After
the preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.3, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and, upon receipt of a Company Order, the Trustee shall authenticate and deliver
in exchange therefor a like principal amount at the Final Maturity Date of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

                  SECTION 2.11. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar, the Paying
Agent and the Conversion Agent shall forward to the Trustee or its agent any
Securities surrendered to them for transfer, exchange, redemption, payment or

                                       19

<PAGE>

conversion. The Trustee and no one else shall cancel, in accordance with its
standard procedures, all Securities surrendered for transfer, exchange,
redemption, payment, conversion or cancellation and shall deliver the canceled
Securities to the Company. All Securities which are redeemed, purchased or
otherwise acquired by the Company or any of its Subsidiaries prior to the Final
Maturity Date shall be delivered to the Trustee for cancellation, and the
Company may not hold or resell such Securities or issue any new Securities to
replace any such Securities or any Securities that any Holder has converted
pursuant to Article 4. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section 2.11, except
as expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures.

                  SECTION 2.12. Legend; Additional Transfer and Exchange
Requirements. (a) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the forms of Securities attached hereto as Exhibit A and
Exhibit B (collectively, the "Legend"), or if a request is made to remove the
Legend on a Security, the Securities so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the Registrar such satisfactory evidence, which shall include an
opinion of counsel if requested by the Company or such Registrar, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 under the
Securities Act or that such Securities are not "restricted" within the meaning
of Rule 144 under the Securities Act; provided that no such evidence need be
supplied in connection with the sale of such Security pursuant to a registration
statement that is effective at the time of such sale. Upon (i) provision of such
satisfactory evidence if requested, or (ii) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, upon receipt
of a Company Order, shall authenticate and deliver a Security that does not bear
the Legend. If the Legend is removed from the face of a Security and the
Security is subsequently held by an Affiliate of the Company, the Company shall
use its best efforts to reinstate the Legend.

                  (b) A Global Security may not be transferred, in whole or in
part, to any Person other than the Depositary or a nominee or any successor
thereof, and no such transfer to any such other Person may be registered;
provided that the foregoing shall not prohibit any transfer of a Security that
is issued in exchange for a Global Security but is not itself a Global Security.
No transfer of a Security to any Person shall be effective under this Indenture
or the Securities unless and until such Security has been registered in the name
of such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

                  (c) Subject to the succeeding paragraph, every Security shall
be subject to the restrictions on transfer provided in the Legend, including the
requirement of the delivery of an opinion of counsel. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit C, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The

                                       20

<PAGE>

Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

                  (d) The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by, if requested, an
opinion of counsel addressed to the Company and in form acceptable to the
Company, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate principal amount, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken
by it in good faith in accordance with the aforementioned opinion of counsel or
registration statement.

                  (e) As used in the preceding two paragraphs of this Section
2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Security.

                  (f) The provisions of clauses (i), (ii), (iii), (iv) and (v)
below shall apply only to Global Securities:

                  (i) Notwithstanding any other provisions of this Indenture or
         the Securities, a Global Security shall not be exchanged in whole or in
         part for a Security registered in the name of any Person other than the
         Depositary or one or more nominees thereof, provided that a Global
         Security may be exchanged for Securities registered in the names of any
         person designated by the Depositary in the event that (A) the
         Depositary has notified the Company that it is unwilling or unable to
         continue as Depositary for such Global Security or such Depositary has
         ceased to be a "clearing agency" registered under the Exchange Act, and
         a successor Depositary is not appointed by the Company within 90 days,
         (B) the Company has provided the Depositary with written notice that it
         has decided to discontinue use of the system of book-entry transfer
         through the Depositary or any successor Depositary or (C) an Event of
         Default has occurred and is continuing with respect to the Securities
         and the payment of the Securities is accelerated pursuant to Section
         9.2 and a Holder has made a written request for the exchange of a
         Global Security into definitive, fully registered form. Any Global
         Security exchanged pursuant to clause (A) or (B) above shall be so
         exchanged in whole and not in part, and any Global Security exchanged
         pursuant to clause (C) above may be exchanged in whole or from time to
         time in part as directed by the Depositary. Any Security issued in
         exchange for a Global Security or any portion thereof shall be a Global
         Security; provided that any such Security so issued that is registered

                                       21

<PAGE>

         in the name of a Person other than the Depositary or a nominee thereof
         shall not be a Global Security.

                  (ii) Securities issued in exchange for a Global Security or
         any portion thereof shall be issued in definitive, fully registered
         form, without interest coupons, shall have an aggregate principal
         amount equal to that of such Global Security or portion thereof to be
         so exchanged, shall be registered in such names and be in such
         authorized denominations as the Depositary shall designate and shall
         bear the applicable legends provided for herein. Any Global Security to
         be exchanged in whole shall be surrendered by the Depositary to the
         Trustee, as Registrar. With regard to any Global Security to be
         exchanged in part, either such Global Security shall be so surrendered
         for exchange or, if the Trustee is acting as custodian for the
         Depositary or its nominee with respect to such Global Security, the
         principal amount thereof shall be reduced, by an amount equal to the
         portion thereof to be so exchanged, by means of an appropriate
         adjustment made on the records of the Trustee. Upon any such surrender
         or adjustment, the Trustee shall authenticate and deliver the Security
         issuable on such exchange to or upon the order of the Depositary or an
         authorized representative thereof.

                  (iii) Subject to the provisions of clause (v) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members and persons that may hold interests through
         Agent Members, to take any action which a Holder is entitled to take
         under this Indenture or the Securities.

                  (iv) In the event of the occurrence of any of the events
         specified in clause (i) above, the Company will promptly make available
         to the Trustee a reasonable supply of Certificated Securities in
         definitive, fully registered form, without interest coupons.

                  (v) Neither Agent Members nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Security registered in the name of the
         Depositary or any nominee thereof, or under any such Global Security,
         and the Depositary or such nominee, as the case may be, may be treated
         by the Company, the Trustee and any agent of the Company or the Trustee
         as the absolute owner and holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depositary or such nominee, as the
         case may be, or impair, as between the Depositary, its Agent Members
         and any other person on whose behalf an Agent Member may act, the
         operation of customary practices of such Persons governing the exercise
         of the rights of a holder of any Security.

                  SECTION 2.13. Defaulted Interest.

                  If the Company defaults in a payment of interest, Contingent
Interest, if any, or Liquidated Damages, if any, on the Securities (without
regard to any grace period therefor), it shall pay the such interest, Contingent
Interest, if any, or Liquidated Damages, if any (referred to together in this
Section as "defaulted interest"), plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be no less than 10 days preceding the date

                                       22

<PAGE>

fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, as of a recent date selected by the Company, with a copy to the Trustee,
a notice that states the subsequent special record date, the payment date and
the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid.

                  Alternatively, the Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee and the Paying Agent of the proposed payment pursuant to
this clause, such manner shall be deemed practicable by the Trustee and the
Paying Agent.

                  SECTION 2.14. Calculation of Tax Original Issue Discount.

                  The Company agrees, and each Holder and any beneficial owner
of a Security by its purchase or acceptance thereof shall be deemed to agree, to
treat, for United States federal income tax purposes, the Securities as debt
instruments that are subject to Treasury Regulation Section 1.1275-4(b). For
United States federal income tax purposes, the Company agrees, and each Holder
and any beneficial owner of a Security by its purchase or acceptance thereof
shall be deemed to agree, to treat the fair market value of the Common Stock
received upon the conversion of a Security as a contingent payment for purposes
of Treasury Regulation Section 1.1275-4(b) that will result in an adjustment
under Treasury Regulation Section 1.1275-4(b)(3)(iv) and Treasury Regulation
Section 1.1275-4(b)(6) and to accrue interest with respect to outstanding
Securities as original issue discount for United States federal income tax
purposes (i.e., Tax Original Issue Discount) according to the "noncontingent
bond method," set forth in Section 1.1275-4(b) of the Treasury Regulations,
using the comparable yield set forth in Schedule I to this Indenture compounded
semi-annually and the projected payment schedule attached as Schedule I to this
Indenture.

                  The Company acknowledges and agrees, and each Holder and any
beneficial owner of a Security by its purchase or acceptance thereof shall be
deemed to acknowledge and agree, that (a) the comparable yield means the annual
yield the Company would pay, as of the date of this Indenture for United States
federal income tax purposes, on a noncontingent, nonconvertible, fixed-rate debt
instrument with terms and conditions otherwise similar to those of the
Securities, (b) the schedule of projected payments is determined, in part, on
the basis of an assumption of linear growth of the stock price and is not
determined for any purpose other than for the determination of interest accruals
and adjustments thereof in respect of the Securities for United States federal
income tax purposes and (c) the comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the amounts
payable on the Securities.

                  SECTION 2.15. CUSIP Numbers. The Company in issuing the
Securities may use one or more "CUSIP" numbers (if then generally in use), and,
if so, the Trustee shall use "CUSIP" numbers in notices of redemption or
purchase as a convenience to Holders; provided that no representation is made as
to the correctness of such numbers either as printed on the Securities or as

                                       23

<PAGE>

contained in any notice of a redemption or purchase and that reliance may be
placed only on the other identification numbers printed on the Securities, and
any such redemption or purchase shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.1. Right to Redeem; Notice to Trustee. The
Securities may be redeemed at the election of the Company, as a whole or from
time to time in part, at any time on or after November 20, 2010, at a redemption
price equal to 100% of the principal amount of the Securities being redeemed,
plus accrued and unpaid interest, Contingent Interest, if any, and Liquidated
Damages, if any, up to, but not including, the Redemption Date; provided that if
the Redemption Date falls after an interest payment record date and on or before
an Interest Payment Date, then the full amount of accrued and unpaid interest to
the Interest Payment Date, including Contingent Interest, if any, and Liquidated
Damages, if any, will be payable to the Holders in whose name the Securities are
registered at the close of business on the interest payment record date.

                  The Company may not redeem the Securities pursuant to this
Section 3.1 if the Company has defaulted in the payment of interest or
Contingent Interest, if any, on the Securities and such default is continuing.

                  If the Company elects to redeem Securities pursuant to this
Section 3.1, it shall notify the Trustee at least 30 days prior to the
Redemption Date as fixed by the Company of the Redemption Date and the principal
amount of Securities to be redeemed. If fewer than all of the Securities are to
be redeemed, the record date relating to such redemption shall be selected by
the Company and given to the Trustee, which record date shall not be less than
ten days after the date of notice to the Trustee.

                  SECTION 3.2. Selection of Securities to Be Redeemed. If less
than all of the Securities are to be redeemed, unless the procedures of the
Depositary provide otherwise, the Trustee shall, at least 30 days but not more
than 60 days prior to the Redemption Date, select the Securities to be redeemed.
The Trustee shall make the selection from the Securities outstanding and not
previously called for redemption on a pro rata basis or by lot, or by any other
method the Trustee considers fair and appropriate. The Trustee may select for
redemption portions (equal to $1,000 or any integral multiple thereof) of the
principal of Securities that have denominations larger than $1,000. Provisions
of this indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed shall be treated by
the Trustee as outstanding for the purpose of such selection.

                                       24

<PAGE>

                  SECTION 3.3. Notice of Redemption. At least 30 days but not
more than 60 days before a Redemption Date, the Company shall mail or cause to
be mailed a notice of redemption to each Holder to be redeemed at such Holder's
address as it appears on the Registrar's books.

                  The notice shall identify the Securities (including the CUSIP
number) to be redeemed and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price, including accrued and unpaid
         interest, Contingent Interest, if any, and Liquidated Damages, if any,
         payable on the Redemption Date;

                  (c) the Conversion Rate;

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

                  (e) that Securities called for redemption must be presented
         and surrendered to a Paying Agent to collect the Redemption Price,
         including accrued interest, Contingent Interest, if any, and Liquidated
         Damages, if any;

                  (f) that Holders who wish to convert Securities must surrender
         such Securities for conversion no later than the close of business on
         the Business Day immediately preceding the Redemption Date and must
         satisfy the other requirements set forth in Article 5 of the Indenture;

                  (g) that, unless the Company defaults in making the payment of
         the Redemption Price, including interest, Contingent Interest, if any,
         and Liquidated Damages, if any, on Securities called for redemption
         shall cease accruing on and after the Redemption Date and the only
         remaining right of the Holder shall be to receive payment of the
         Redemption Price, including accrued interest, Contingent Interest, if
         any, and Liquidated Damages, if any, upon presentation and surrender to
         a Paying Agent of the Securities; and

                  (h) if any Security is being redeemed in part, the portion of
         the principal amount of such Security to be redeemed and that, after
         the Redemption Date, upon presentation and surrender of such Security,
         a new Security or Securities in aggregate principal amount equal to the
         unredeemed portion thereof will be issued.

                  If any of the Securities to be redeemed is in the form of a
Global Security, then the Company shall modify such notice to the extent
necessary to comply with the procedures of the Depositary applicable to
redemptions. At the Company's written request, which request shall (i) be
irrevocable once given and (ii) set forth all relevant information required by
clauses (a) through (h) of the preceding paragraph, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense;
provided that the Company makes such request at least 15 days prior to the date
by which such notice of redemption must be given to Holders in accordance with
this Section 3.3.

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<PAGE>

                  SECTION 3.4. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice, including
accrued interest, Contingent Interest, if any, and Liquidated Damages, if any,
except for Securities that are converted in accordance with the provisions of
Article 5.

                  SECTION 3.5. Deposit of Redemption Price. Prior to 10:00 a.m.
New York City time, on the Redemption Date, the Company shall deposit with a
Paying Agent (or, if the Company acts as Paying Agent, shall segregate and hold
in trust) an amount of money (in immediately available funds if deposited on
such Redemption Date) sufficient to pay the Redemption Price of and accrued
interest, Contingent Interest, if any, and Liquidated Damages, if any, on all
Securities to be redeemed on that date, other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation or have been converted. The Paying Agent
shall as promptly as practicable return to the Company any money not required
for that purpose because of the conversion of Securities pursuant to Article 5
or, if such money is then held by the Company in trust and is not required for
such purpose, it shall be discharged from the trust.

                  SECTION 3.6. Securities Redeemed in Part. Upon presentation
and surrender of a Security that is redeemed in part, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                  SECTION 3.7. Purchase of Securities at the Option of the
Holder

                  (a) On November 15, 2010, November 15, 2013 and November 15,
2018 (each an "Optional Purchase Date"), Securities shall be purchased by the
Company at the option of the Holders at a purchase price equal to 100% of the
principal amount of the Securities, together with accrued and unpaid interest,
Contingent Interest, if any, and Liquidated Damages, if any, up to, but
excluding, the Optional Purchase Date (the "Optional Purchase Price"), subject
to satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 3.7.

                  The portion of the Optional Purchase Price representing
accrued and unpaid interest, Contingent Interest, if any, and Liquidated
Damages, if any, will be paid on the Optional Purchase Date to the Holders of
the Securities at the close of business on the preceding interest payment record
date.

                  No Securities may be purchased by the Company on any Optional
Purchase Date if the principal amount of the Securities has been accelerated
pursuant to the provisions of Section 9.2 and such acceleration has not been
rescinded on or prior to the applicable Optional Purchase Date.

                  (b) Not less than 20 Business Days prior to an Optional
Purchase Date (if any Securities are then outstanding), the Company shall mail a
written notice of the Optional Purchase Date to the Trustee and to each Holder
(and to beneficial owners as required by applicable law). The notice shall

                                       26

<PAGE>

include the form of a Optional Purchase Notice to be completed by the Holder and
shall state:

                  (i)      the date by which the Optional Purchase Notice
                           pursuant to this Section 3.7 must be given;

                  (ii)     the Optional Purchase Date;

                  (iii)    the Optional Purchase Price;

                  (iv)     the Holder's right to require the Company to purchase
                           the Securities;

                  (v)      the name and address of each Paying Agent;

                  (vi)     the procedures that the Holder must follow to
                           exercise rights under this Section 3.7;

                  (vii)    the procedures for withdrawing a Optional Purchase
                           Notice, including a form of notice of withdrawal;

                  (viii)   that, unless the Company defaults in making payment
                           of such Optional Purchase Price, interest, Contingent
                           Interest, if any, and Liquidated Damages, if any, on
                           the Securities for which a Optional Purchase Notice
                           has been delivered will cease to accrue on or after
                           the Optional Purchase Date;

                  (ix)     the CUSIP number of the Securities.

If any of the Securities is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures
of the Depositary applicable to the repurchase of Global Securities.

                  (c) A Holder may exercise its rights specified in subsection
(a) of this Section 3.7 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit D hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, must be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (an "Optional Purchase Notice") to
any Paying Agent during the period beginning at any time from the opening of
business on the date that is 20 Business Days prior to the Optional Purchase
Date until the close of business on the last Business Day prior to the Optional
Purchase Date.

                  The delivery of such Security to any Paying Agent (together
with all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Optional Purchase Price therefor.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.7, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture

                                       27

<PAGE>

that apply to the purchase of all of a Security pursuant to Sections 3.7 and 3.9
through 3.13 also apply to the purchase of such portion of such Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Optional Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Optional Purchase Notice in
whole or in a portion thereof that is a principal amount of $1,000 or in an
integral multiple thereof at any time prior to the close of business on the last
Business Day prior to the Optional Purchase Date by delivery of a written notice
of withdrawal to the Paying Agent in accordance with Section 3.9.

                  A Paying Agent shall promptly notify the Company of the
receipt by it of any Optional Purchase Notice or written withdrawal thereof.

                  Anything herein to the contrary notwithstanding, in the case
of Global Securities, any Optional Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the Applicable Procedures as in effect from time to time.

                  SECTION 3.8. Purchase of Securities at Option of the Holder
Upon Designated Event. (a) If at any time that Securities remain outstanding
there shall occur a Designated Event, Securities shall be purchased by the
Company at the option of the Holders, as of the date that is not later than 35
Business Days after the date the Company delivers the notice of the Designated
Event described in Section 3.8(c) (subject to extension to comply with
applicable law) (the "Designated Event Purchase Date") at a purchase price equal
to 100% of the principal amount of the Securities, together with accrued and
unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any,
to, but excluding, the Designated Event Purchase Date (the "Designated Event
Purchase Price"), subject to satisfaction by or on behalf of any Holder of the
requirements set forth in subsection (c) of this Section 3.8.

                  "Designated Event" means the occurrence of any of the
following events:

                  (A) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) other than the Company, the
Company's Subsidiaries or the Company's or such Subsidiaries' employee benefit
plans becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that for purposes of this clause (A) such person shall
be deemed to have "beneficial ownership" of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the
total voting power of the Voting Stock of the Company (for the purpose of this
clause (A) a Person shall be deemed to beneficially own the Voting Stock of a
corporation that is beneficially owned (as defined above) by another corporation
(a "parent corporation") if such Person beneficially owns (as defined above) at
least 50% of the aggregate voting power of all classes of Voting Stock of such
parent corporation);

                  (B) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election to such Board of Directors or whose
nomination for election by the shareholders of the Company, was approved by a
vote of 66-2/3% of the directors of the Company then still in office who were

                                       28

<PAGE>

either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office;

                  (C) the Company consolidates with or merges with or into any
Person or conveys, transfers, sells, or otherwise disposes of or leases all or
substantially all of the assets of the Company to any Person, or any corporation
consolidates with or merges into or with the Company, in any such event pursuant
to a transaction in which any of the outstanding Common Stock or other Voting
Stock of the Company is changed into or exchanged for cash, securities or other
property, other than any such transaction where none of the outstanding Common
Stock or other Voting Stock of the Company is changed or exchanged at all
(except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company), or where (a) all of the outstanding Common Stock
or other Voting Stock of the Company is changed into or exchanged for (x) Voting
Stock of the surviving corporation which is not Disqualified Stock or (y) cash,
securities and other property (other than equity interests of the surviving
corporation) and (b) no "person" or "group" owns immediately after such
transaction, directly or indirectly, more than 50% of the total voting power of
the outstanding Voting Stock of the surviving corporation, other than any
"person" or "group" who owned more than 50% of the total voting power of the
outstanding Voting Stock of the Company immediately prior to such transaction;

                  (D) the Company is liquidated or dissolved or the adoption of
a plan relating to the liquidation or dissolution of the Company, other than in
a transaction which complies with Section 8.1; or

                  (E) the Common Stock ceases to be listed on the New York Stock
Exchange or another established national securities exchange or automated
over-the-counter trading market in the United States.

                  Notwithstanding anything to the contrary set forth in this
Section 3.8, a Designated Event will not be deemed to have occurred if either:

                  (A) the Closing Sale Price of the Common Stock for any five
Trading Days during (i) the ten consecutive Trading Days immediately after the
later of a Designated Event or the public announcement of such a Designated
Event as described under (A) above, or (ii) the ten consecutive Trading Days
immediately preceding a Designated Event as described under (B), (C) and (D)
above, is, in either case, at least equal to 105% of the quotient where the
numerator is $1,000 and the denominator is the Conversion Rate in effect on each
of the five Trading Days; or

                  (B) in the case of a merger or consolidation, at least 95% of
the consideration (excluding cash payments for fractional shares) in the merger
or consolidation constituting the Designated Event consists of common stock
traded on a United States national securities exchange or quoted on the Nasdaq
National Market (or which will be so traded or quoted when issued or exchanged
in connection with such Designated Event) and as a result of such transaction or
transactions the Securities become convertible solely into such common stock.

                                       29

<PAGE>

                  (b) Within 20 days after the occurrence of a Designated Event,
the Company shall mail a written notice of the Designated Event to the Trustee
and to each Holder (and to beneficial owners as required by applicable law). The
notice shall include the form of a Designated Event Purchase Notice to be
completed by the Holder and shall state:

                           (i) the date of such Designated Event and, briefly,
                  the events causing such Designated Event;

                           (ii) the date by which the Designated Event Purchase
                  Notice pursuant to this Section 3.8 must be given;

                           (iii) the Designated Event Purchase Date;

                           (iv) the Designated Event Purchase Price;

                           (v) the Holder's right to require the Company to
                  purchase the Securities;

                           (vi) briefly, the conversion rights of the
                  Securities;

                           (vii) the name and address of each Paying Agent and
                  Conversion Agent;

                           (viii) the Conversion Rate then in effect and any
                  adjustments thereto;

                           (ix) that Securities as to which a Designated Event
                  Purchase Notice has been given may be converted into Common
                  Stock pursuant to Article 5 of this Indenture only to the
                  extent that the Designated Event Purchase Notice has been
                  withdrawn in accordance with the terms of this Indenture;

                           (x) the procedures that the Holder must follow to
                  exercise rights under this Section 3.8;

                           (xi) the procedures for withdrawing a Designated
                  Event Purchase Notice, including a form of notice of
                  withdrawal;

                           (xii) that, unless the Company defaults in making
                  payment of such Designated Event Purchase Price, interest,
                  Contingent Interest, if any, and Liquidated Damages, if any,
                  on the Securities for which a Designated Event Purchase Notice
                  has been delivered will cease to accrue on or after the
                  Designated Event Purchase Date;

                           (xiii) the CUSIP number of the Securities.

                  If any of the Securities is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary to comply with
the procedures of the Depositary applicable to the repurchase of Global
Securities.

                                       30

<PAGE>

                  On the date the Company delivers the notice to the Trustee and
Holders described above, the Company shall publish the information contained in
such notice in a newspaper of general circulation in The City of New York, or
publish the information on the Company's website or through such other public
medium as the Company may use at such time.

                  (c) A Holder may exercise its rights specified in subsection
(a) of this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit D hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Designated Event Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
30th Business Day after the date the Company delivers the notice described in
Section 3.8(c) (subject to extension to comply with applicable law).

                  The delivery of such Security to any Paying Agent (together
with all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Designated Event Purchase Price
therefor.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.8, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Security pursuant to Sections 3.8 through
3.13 also apply to the purchase of such portion of such Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Designated Event Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Designated Event
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the last Business Day prior to the Designated Event Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.9.

                  A Paying Agent shall promptly notify the Company of the
receipt by it of any Designated Event Purchase Notice or written withdrawal
thereof.

                  Anything herein to the contrary notwithstanding, in the case
of Global Securities, any Designated Event Purchase Notice may be delivered or
withdrawn and such Securities may be surrendered or delivered for purchase in
accordance with the Applicable Procedures as in effect from time to time.

                  SECTION 3.9. Effect of Purchase Notice. Upon receipt by any
Paying Agent of a Purchase Notice, the Holder of the Security in respect of
which such Purchase Notice was given shall (unless such Purchase Notice is
withdrawn as specified below) thereafter be entitled to receive the Purchase
Price with respect to such Security. Such Purchase Price shall be paid to such
Holder promptly following the later of (a) the Purchase Date with respect to
such Security (provided the conditions in Section 3.7(c) or 3.8(c), as
applicable, have been satisfied) and (b) the time of delivery of such Security
to a Paying Agent by the Holder thereof. Securities in respect of which a

                                       31

<PAGE>

Purchase Notice has been given by the Holder thereof may not be converted into
shares of Common Stock pursuant to Article 5 on or after the date of the
delivery of such Purchase Notice unless such Purchase Notice has first been
validly withdrawn.

                  A Purchase Notice may be withdrawn by means of a written
notice (which may be delivered by mail, overnight courier, hand delivery,
facsimile transmission or in any other written form and, in the case of Global
Securities, may be delivered electronically or by other means in accordance with
the Depositary's customary procedures) of withdrawal delivered by the Holder to
a Paying Agent at any time prior to the close of business on the last Business
Day prior to the Purchase Date, specifying the principal amount of the Security
or portion thereof (which must be a principal amount of $1,000 or an integral
multiple of $1,000 in excess thereof) with respect to which such notice of
withdrawal is being submitted and the principal amount, if any, of such Security
which remains subject to the initial Purchase Notice.

                  SECTION 3.10. Deposit of Purchase Price. On or before 10:00
a.m. New York City time on a Purchase Date, the Company shall deposit with the
Trustee or with a Paying Agent or, if the Company or an Affiliate of the Company
is acting as Paying Agent, the Company or such Affiliate shall segregate and
hold in trust, an amount of money (in immediately available funds if deposited
on such Purchase Date) sufficient to pay the aggregate Purchase Price of all the
Securities or portions thereof that are to be purchased as of such Purchase
Date. The manner in which the deposit required by this Section 3.10 is made by
the Company shall be at the option of the Company, provided that such deposit
shall be made in a manner such that the Trustee or a Paying Agent shall have
immediately available funds on the Purchase Date.

                  If a Paying Agent holds, in accordance with the terms hereof,
money sufficient to pay the Purchase Price of any Security for which a Purchase
Notice has been tendered and not withdrawn in accordance with this Indenture
then, on the Purchase Date, such Security will cease to be outstanding and the
rights of the Holder in respect thereof shall terminate (other than the right to
receive the Purchase Price as aforesaid).

                  SECTION 3.11. Securities Purchased in Part. Any Security that
is to be purchased only in part shall be surrendered at the office of a Paying
Agent, and promptly after a Purchase Date the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of such authorized denomination or
denominations as may be requested by such Holder, in aggregate principal amount
equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

                  SECTION 3.12. Compliance with Securities Laws Upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 3.7 or 3.8, the Company shall (a) comply with Rule 13e-4 and Rule
14e-1 (or any successor to either such Rule), if applicable, under the Exchange
Act, (b) file the related Schedule TO (or any successor or similar schedule,
form or report) if required under the Exchange Act, and (c) otherwise comply
with all federal and state securities laws in connection with such offer to
purchase or purchase of Securities, all so as to permit the rights of the
Holders and obligations of the Company under Sections 3.7 through 3.11 to be
exercised in the time and in the manner specified therein.

                                       32

<PAGE>

                  SECTION 3.13. Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 3.10
exceeds the aggregate Purchase Price together including interest, Contingent
Interest, if any, and Liquidated Damages, if any, thereon of the Securities or
portions thereof that the Company is obligated to purchase, then promptly after
the Purchase Date the Trustee or a Paying Agent, as the case may be, shall
return any such excess cash to the Company.

                                   ARTICLE 4

                               CONTINGENT INTEREST

                  SECTION 4.1. Contingent Interest.

                  Commencing on November 15, 2010, the Company shall make
Contingent Interest payments to the Holders of Securities, as set forth in
Section 4.2 below, during any six-month period from May 16 to November 15 and
from November 16 to May 15 (each a "Semi-annual Period") if, but only if, the
Trading Price of the Securities for each of the five Trading Days immediately
preceding the first day of the relevant Semi-annual Period equals or exceeds
120% of the principal amount of the Securities. During any Semi-annual Period
when Contingent Interest is payable pursuant to this Section, each Contingent
Interest payment due and payable on each $1,000 principal amount of Securities
shall equal 0.25% per Semi-annual Period of the average Trading Price of $1,000
principal amount of Securities during the five Trading Days immediately
preceding the first day of the applicable Semi-annual Period.


                  SECTION 4.2. Payment of Contingent Interest; Contingent
Interest Rights Preserved.

                  If payable, Contingent Interest shall be paid on each
applicable Interest Payment Date. Contingent Interest payments on any Security
that are payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the person who is the Holder of that Security at
the close of business on the preceding interest payment record date.

                  Upon determination that Holders of Securities will be entitled
to receive Contingent Interest during a Semi-annual Period, on or prior to the
start of such Semi-annual Period, the Company will issue a press release and
publish such information on its website, or otherwise publicly disclose such
information.

                                   ARTICLE 5

                                   CONVERSION

                  SECTION 5.1. Conversion Right. Subject to the further
provisions of this Article 5, a Holder of a Security may convert the principal
amount of such Security (or any portion thereof equal to $1,000 or any integral
multiple of $1,000 in excess thereof) into Common Stock at any time prior to the

                                       33

<PAGE>

close of business on the last Business Day prior to the Final Maturity Date, at
the Conversion Rate then in effect; provided, however, that, if such Security is
called for redemption pursuant to Article 3, such conversion right shall
terminate at the close of business on the last Business Day prior to the
Redemption Date for such Security (unless the Company shall default in making
the redemption payment when due, in which case the conversion right shall
terminate at the close of business on the date such default is cured and such
Security is redeemed). The number of shares of Common Stock issuable upon
conversion of a Security shall be determined by dividing the principal amount of
the Security or portion thereof surrendered for conversion by $1,000, and then
multiplying the quotient by the Conversion Rate in effect on the Conversion
Date. The initial "Conversion Rate" is 25.0563 shares of Common Stock per $1,000
principal amount of the Securities and is subject to adjustment as provided in
this Article 5.

                  A Holder may convert all or any portion of their Securities
into Common Stock only under the following circumstances:

                  (a) prior to the close of business on the last Business Day
         prior to the Final Maturity Date during any fiscal quarter, and only
         during such fiscal quarter (commencing after November 30, 2003), if the
         Closing Sale Price of the Common Stock on at least 20 Trading Days
         (whether or not consecutive) in the period of 30 consecutive Trading
         Days ending on the last Trading Day of such immediately preceding
         fiscal quarter exceeds 120% of the Conversion Price on the last Trading
         Day of such immediately preceding fiscal quarter,

         (the Company shall determine after the end of each applicable fiscal
         quarter whether the Securities shall be convertible as a result of the
         occurrence of an event specified in clause (i) above and, if the
         Securities shall be so convertible, the Company shall, not later than
         the fifth Business Day of the subsequent fiscal quarter (beginning with
         the fiscal quarter commencing March 31, 2004) notify the Conversion
         Agent and the Trustee thereof that the Securities shall be
         convertible);

                  (b) Securities have been called for redemption (and only those
         Securities that have been called for redemption) by the Company
         pursuant to a notice of redemption given as provided in Article 3 at
         any time prior to the close of business on the Business Day immediately
         preceding the Redemption Date for such Securities (provided that,
         anything herein to the contrary notwithstanding, in the case of any
         Security that shall have been called for redemption in part, only the
         portion of such Security that shall have been called for redemption may
         be converted);

                  (c) during any period in which the Company's senior
         subordinated debt credit rating is below B3 by Moody's Investors
         Service, Inc. and its successors ("Moody's") and below B- by Standard &
         Poor's Ratings Services, a division of The McGraw-Hill Companies Inc.,
         and its successors ("Standard & Poor's") or during any period when
         neither Moody's or Standard & Poor's rates the Company's senior
         subordinated debt. If only one of Moody's or Standard & Poor's rates
         the Company's senior subordinated debt and such credit rating falls
         below the applicable level specified above, Holders may convert the
         Securities during the period such debt rating is below such level. The

                                       34

<PAGE>

         Securities will cease to be convertible pursuant to this clause (c)
         during any period or periods in which the credit ratings or rating, as
         the case may be, are above such levels;

                  (d) in the event that:

                           (i) the Company makes a distribution to all holders
                  of its Common Stock of rights or warrants entitling them (for
                  a period expiring within 45 days after the record date for
                  such distribution) to purchase Common Stock at a price per
                  share at less than the Closing Sale Price of the Common Stock
                  on the Trading Day immediately preceding the date of
                  declaration of such distribution; or

                           (ii) the Company makes a distribution to all holders
                  of its Common Stock of the Company's assets, debt securities
                  or rights to purchase its securities (other than rights
                  referred to clause (i) above), if such distribution has a per
                  share value exceeding 15% of the Closing Sale Price of the
                  Common Stock on the Trading Day immediately preceding the date
                  of declaration of such distribution,

         then, in each case, the Company shall give notice to Holders at least
         20 Business Days prior to the Ex-Dividend Date for such distribution
         and, from and after the date of such notice, Holders may convert their
         Securities at any time until the close of business on the earlier of
         the Business Day immediately preceding the Ex-Dividend Date and the
         date on which the Company publicly announces that such distribution
         will not take place; provided that no Holder may exercise their
         conversion right pursuant to this clause (d) if the Holder otherwise
         may participate in the distribution without conversion of the
         Securities; or

                  (e) the Company consolidates with or merges into another
         Person, is a party to a binding share exchange or sells all or
         substantially all of the assets of the Company, in each case pursuant
         to which shares of Common Stock would be converted into Cash,
         securities or other property, then the Holders may convert Securities
         at any time from and after the date which is 15 days prior to the
         anticipated effective date of such transaction (as such anticipated
         date is set forth in a written notice from the Company mailed to
         Holders) until the close of business on the 15th day after the actual
         effective date of such transaction (or, if such merger, consolidation
         or share exchange also constitutes a Designated Event, until the
         corresponding Designated Event Purchase Date). If such merger,
         consolidation, binding share exchange or sale of all or substantially
         all of the assets of the Company occurs, then, from and after the
         effective time of the transaction, the right to convert Securities into
         shares of Common Stock will be changed into a right to convert
         Securities into the kind and amount of Cash, securities or other
         property which the Holder would have received if the Holder had
         converted its Securities immediately prior to the effective time of
         such transaction.

                  Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of a Security.

                                       35

<PAGE>

                  A Security in respect of which a Holder has delivered a
Purchase Notice pursuant to Article 3 exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
Purchase Notice is withdrawn by a written notice of withdrawal delivered to a
Paying Agent prior to the close of business on the last Business Day prior to
the Purchase Date in accordance with Section 3.9.

                  A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities to Common
Stock, and only to the extent such Securities are deemed to have been converted
into Common Stock pursuant to this Article 5.

                  No payment or adjustment shall be made in respect of dividends
on the Common Stock or accrued and unpaid interest or Contingent Interest, if
any, on a converted Security, except as described in this Article 5. On
conversion of a Security, that portion of accrued and unpaid interest and
Contingent Interest, if any, on the converted Security attributable to the
period from the most recent Interest Payment Date (or, if no Interest Payment
Date has occurred, from the date of this Indenture) through the date of
conversion, and Tax Original Issue Discount accrued through the date of
conversion with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through delivery of the Common Stock (together with the Cash
payment, if any, in lieu of fractional shares), in exchange for the Security
being converted pursuant to the provisions hereof, and the fair market value of
such shares of Common Stock (together with any such Cash payment in lieu of
fractional shares), shall be treated as issued, to the extent thereof, first in
exchange for accrued and unpaid interest, Contingent Interest, if any, and Tax
Original Issue Discount accrued through the date of conversion and the balance,
if any, of such fair market value of such Common Stock (and any such Cash
payment) shall be treated as issued in exchange for the principal amount of the
Security being converted pursuant to the provisions hereof. Liquidated Damages,
if any, will remain payable on the Securities.

                  The Company agrees, and each Holder and any beneficial owner
of a Security by its purchase or acceptance thereof shall be deemed to agree, to
treat, for United States federal income tax purposes, the fair market value of
the Common Stock received upon the conversion of a Security (together with any
Cash payment in lieu of fractional shares) as a contingent payment on the
Security for purposes of Treasury Regulation Section 1.1275-4(b).

                  SECTION 5.2. Conversion Procedure. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security in the form attached hereto in Exhibit A and deliver such notice to
a Conversion Agent, (b) if certificated, surrender the Security to a Conversion
Agent, (c) furnish appropriate endorsements and transfer documents if required
by a Registrar or a Conversion Agent, and (d) pay any amounts due pursuant to
the third paragraph of this Section 5.2, including funds equal to accrued
interest and Contingent Interest, if any, and any transfer or similar tax, if
required. The date on which the Holder satisfies all of those requirements is
the "Conversion Date." As soon as practicable after the Conversion Date, but no
later than the fifth Business Day following the Conversion Date, the Company
shall deliver to the Holder through a Conversion Agent a certificate for the
number of whole shares of Common Stock issuable upon the conversion and cash in
lieu of any fractional shares pursuant to Section 5.3. Anything herein to the
contrary notwithstanding, in the case of Global Securities, conversion notices

                                       3

<PAGE>

may be delivered and such Securities may be surrendered for conversion in
accordance with the Applicable Procedures as in effect from time to time.

                  The person in whose name the Common Stock certificate is
registered shall be deemed to be a shareholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided, further, that such
conversion shall be at the Conversion Rate in effect on the Conversion Date as
if the stock transfer books of the Company had not been closed. Upon conversion
of a Security, such person shall no longer be a Holder of such Security. No
payment or adjustment will be made for dividends or distributions on shares of
Common Stock issued upon conversion of a Security.

                  Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular interest payment
record date to the opening of business on the next succeeding Interest Payment
Date shall also be accompanied by payment in immediately available funds of an
amount equal to the interest, including Contingent Interest, if any, payable on
such Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company;
provided, however, that no such payment by the Holder converting their
Securities need be made (a) if the Company sets a Redemption Date that is after
a regular interest payment record date but on or prior to the next Interest
Payment Date, (b) if the Company has specified a Designated Event Purchase Date
following a Designated Event that is after a regular interest payment record
date but on or prior to the next Interest Payment Date or (c) to the extent of
any overdue interest or overdue Contingent Interest, if any, exists at the time
of conversion with respect to such Security. Except as otherwise provided in
this Section 5.2, no payment or adjustment will be made for accrued interest,
including Contingent Interest, if any, on a converted Security. If the Company
defaults in the payment of interest, Contingent Interest, if any, and Liquidated
Damages, if any, payable on such Interest Payment Date, the Company shall
promptly repay such funds to such Holder.

                  Nothing in this Section 5.2 shall affect the right of a Holder
in whose name any Security is registered at the close of business on an interest
payment record date to receive the interest, Contingent Interest, if any, and
Liquidated Damages, if any, payable on such Security on the related Interest
Payment Date in accordance with the terms of this Indenture and the Securities.
If a Holder converts more than one Security at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Securities converted.

                  As promptly as practicable following the surrender of a
Security that is converted in part, the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder, a new Security equal in principal
amount to the unconverted portion of the Security surrendered.

                                       3

<PAGE>

                  SECTION 5.3. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of Securities. In lieu
thereof, the Company will pay an amount in cash for the current market value of
the fractional shares. The current market value of a fractional share shall be
determined (calculated to the nearest 1/1000th of a share) by multiplying the
Closing Sale Price of the Common Stock on the Trading Day immediately prior to
the Conversion Date by such fractional share and rounding the product to the
nearest whole cent.

                  SECTION 5.4. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulation.

                  SECTION 5.5. Company to Provide Stock. The Company shall at
all times use its reasonable best efforts to reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into the full number of shares of Common Stock then
issuable.

                  All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and, subject to applicable Wisconsin law, nonassessable and
shall be free from preemptive rights and free of any lien or adverse claim and
except as provided in Section 5.4, the Company will pay all documentary, stamp
or similar issue or transfer taxes, liens and charges with respect to the issue
thereof.

                  The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on the New York Stock Exchange or a national
securities exchange or other over-the-counter market or such other market on
which the Common Stock is then listed or quoted in accordance with the
Registration Rights Agreement.

                  SECTION 5.6. Adjustment of Conversion Rate. The Conversion
Rate shall be adjusted from time to time by the Company as follows:

                  (a) If the Company shall hereafter pay a dividend or make a
distribution to all Holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,

                                       38

<PAGE>

                  (i) the numerator of which shall be the sum of the number of
         shares of Common Stock outstanding at the close of business on the date
         fixed for the determination of stockholders entitled to receive such
         dividend or other distribution plus the total number of shares of
         Common Stock constituting such dividend or other distribution; and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the date fixed for
         such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 5.6(a) is declared but not so
paid or made, the Conversion Rate shall be readjusted to the Conversion Rate
that would then be in effect if such dividend or distribution had not been
declared.

                  (b) If the Company shall issue rights or warrants to all
holders of Common Stock entitling them (for a period expiring within forty-five
(45) days after the date fixed for determination of stockholders entitled to
receive such rights or warrants) to subscribe for or purchase shares of Common
Stock at a price per share less than the average of the Closing Sale Prices of
the Common Stock for the 10 Trading Days immediately preceding the declaration
date for such distribution, the Conversion Rate shall be increased so that the
same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,

                  (i) the numerator of which shall be the number of shares of
         Common Stock outstanding on the date fixed for the determination of
         stockholders entitled to receive such rights or warrants plus the total
         number of additional shares of Common Stock offered for subscription or
         purchase; and

                  (ii) the denominator of which shall be the sum of the number
         of shares of Common Stock outstanding at the close of business on the
         date fixed for the determination of stockholders entitled to receive
         such rights or warrants plus the number of shares that the aggregate
         offering price of the total number of shares so offered would purchase
         at a price equal to the average of the Closing Sale Prices of the
         Common Stock for the 10 Trading Days preceding the declaration date for
         such distribution.

Such adjustment shall be successively made whenever any such rights or warrants
are issued, and shall become effective immediately after the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered, if any. If such rights or warrants are not so issued, the
Conversion Rate shall be readjusted to be the Conversion Rate that would then be
in effect if such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at a price less than the average of the Closing Sale Prices of the

                                       39

<PAGE>

Common Stock for the 10 Trading Days preceding the declaration date for such
distribution, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Company for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than cash, to be
determined by the Board of Directors.

                  (c) If the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion Rate
in effect at the opening of business on the day following the day upon which
such subdivision becomes effective shall be proportionately increased, and
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or combination
becomes effective.

                  (d) If the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock cash, the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the Conversion
Rate in effect immediately prior to the close of business on such record date by
a fraction,

                  (i) the numerator of which shall be the Current Market Price
         on such record date; and

                  (ii) the denominator of which shall be the Current Market
         Price on such record date less the amount of cash distributed
         applicable to one share of Common Stock.

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the record date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion the amount of cash such holder would have
received had such holder converted each Security on the record date. If such
dividend or distribution is not so paid or made, the Conversion Rate shall be
readjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.

                  (e) If the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock shares of any class of Capital Stock of the
Company or evidences of its indebtedness or other assets (including securities,
but excluding (i) any rights or warrants referred to in Section 5.6(b) and (ii)
any dividend or distribution (A) referred to in Section 5.6(d) or (B) referred
to in Section 5.6(a)) (any of the foregoing hereinafter in this Indenture called
the "Distributed Property"), then, in each such case, the Conversion Rate shall
be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the record date with respect to
such distribution by a fraction,

                                       40

<PAGE>

                  (i) the numerator of which shall be the Current Market Price
         on such record date; and

                  (ii) the denominator of which shall be the Current Market
         Price on such record date less the fair market value (as determined by
         the Board of Directors, whose determination shall be conclusive, and
         described in a resolution of the Board of Directors) on the record date
         of the portion of the Distributed Property so distributed applicable to
         one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such record date; provided that if the then fair market
value (as so determined) of the portion of the Distributed Property so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion the amount of Distributed Property such holder
would have received had such holder converted each Security on the record date.
If such dividend or distribution is not so paid or made, the Conversion Rate
shall be readjusted to be the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared. If the Board of Directors
determines the fair market value of any distribution for purposes of this
Section 5.6(e) by reference to the actual or when issued trading market for any
securities, it must in doing so consider the prices in such market over the same
period used in computing the Current Market Price on the applicable record date.

                  For purposes of this Section 5.6(e), Section 5.6(a) and
Section 5.6(b), any dividend or distribution to which this Section 5.6(e) is
applicable that also includes shares of Common Stock, or rights or warrants to
subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (a) a dividend or distribution of the evidences of indebtedness,
assets or shares of capital stock other than such shares of Common Stock or
rights or warrants (and any Conversion Rate adjustment required by this Section
5.6(e) with respect to such dividend or distribution shall then be made)
immediately followed by (b) a dividend or distribution of such shares of Common
Stock or such rights or warrants (and any further Conversion Rate adjustment
required by Sections 5.6(a) and 5.6(b) with respect to such dividend or
distribution shall then be made), except (i) the record date of such dividend or
distribution shall be substituted as "the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution", "the date
fixed for the determination of stockholders entitled to receive such rights or
warrants" and "the date fixed for such determination" within the meaning of
Sections 5.6(a) and 5.6(b) and (ii) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of 5.6(a).

                  If the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of Capital Stock of, or
similar equity interests in, a Subsidiary or of a business unit of the Company
(the "Subsidiary Distribution"), then, in each such case, the Conversion Rate
shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the record date with respect to
such distribution by a fraction,

                                       41

<PAGE>

                  (i) the numerator of which shall be the Current Market Price
         on such record date; and

                  (ii) the denominator of which shall be the Current Market
         Price of the Common Stock on such record date less the fair market
         value (as determined by the Board of Directors, whose determination
         shall be conclusive, and described in a resolution of the Board of
         Directors) on the record date of the portion of the Subsidiary
         Distribution so distributed applicable to one share of Common Stock,

                  (f) If a successful tender or exchange offer made by the
Company for all or any portion of the Common Stock shall expire and such tender
or exchange offer (as amended upon the expiration thereof) shall require the
payment to stockholders of consideration per share of Common Stock (other than
consideration payable in respect of off-lot offers) having a fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) that as of
the last time (the "Expiration Time") tenders or exchanges may be made pursuant
to such tender or exchange offer (as it may be amended) completed within the
immediately preceding 12 months exceeds 1.0% of the average of the Closing Sale
Prices of the Common Stock on each of the 10 Trading Days immediately prior to
the Expiration Time multiplied by the number of shares of Common Stock
outstanding on each such Trading Day, the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect immediately prior to the Expiration Time by a fraction,

                  (i) the numerator of which shall be the sum of (x) the fair
         market value (determined as aforesaid) of the aggregate consideration
         payable to stockholders based on the acceptance (up to any maximum
         specified in the terms of the tender or exchange offer) of all shares
         validly tendered or exchanged and not withdrawn as of the Expiration
         Time (the shares deemed so accepted up to any such maximum, being
         referred to as the "Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at the Expiration Time and the Closing Sale Price of a share of
         Common Stock on the Trading Day immediately succeeding the Expiration
         Time, and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at the Expiration Time multiplied by the Closing Sale Price of a share
         of Common Stock on the Trading Day immediately succeeding the
         Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall be readjusted to be
the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made.

                  (g) If a tender or exchange offer is made by a Person (other
than the Company) for all or any portion of the Common Stock and, as of the
closing date of such offer, the Board of Directors is not recommending rejection

                                       42

<PAGE>

of such offer, and such tender or exchange offer is an amount that increases
such offering Person's ownership of the Common Stock to more than 50% of the
total shares of Common Stock outstanding and the cash and value of any other
consideration included in the payment per share of Common Stock exceeds the
Closing Sale Price per share of Common Stock on the Trading Day immediately
succeeding the Expiration Time for such tender or exchange offer, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the Expiration
Time by a fraction,

                  (i) the numerator of which shall be the sum of (x) the fair
         market value (determined as aforesaid) of the aggregate consideration
         payable to stockholders based on the acceptance (up to any maximum
         specified in the terms of the tender or exchange offer) of all
         Purchased Shares and (y) the product of the number of shares of Common
         Stock outstanding (less any Purchased Shares) at the Expiration Time
         and the Closing Sale Price of a share of Common Stock on the Trading
         Day immediately succeeding the Expiration Time, and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at the Expiration Time multiplied by the Closing Sale Price of a share
         of Common Stock on the Trading Day immediately succeeding the
         Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. The adjustment referred to in this
Section 5.6(g) will not be made if as of the closing of the offer, the offering
documents disclose a plan or an intention to cause us to engage in a
consolidation or merger or a sale of all or substantially all of our assets.

                  (h) If an exchange offer made by the Company for all or any
portion of the Company's Class B Common Stock, if any, into shares of Common
Stock is successfully completed within the preceding 12 months where the value
of the Common Stock received in such exchange exceeds 1.0% of the average of the
Closing Sale Prices of the Common Stock on each of the 10 Trading Days
immediately prior to the Expiration Time multiplied by the number of shares of
Common Stock outstanding on such Trading Day, the Conversion Rate may be
increased if the Board of Directors makes a determination, in its sole
discretion, that such an increase is appropriate in light of any adverse effect
of such exchange on the conversion rights of the Securityholders.

                  Except as provided in this Section 5.6(h), the Conversion Rate
adjustments described in this Section 5.6 shall not apply to dividends or other
distributions to holders of the Company's Class B Common Stock.

                  (i) The Company may make such increases in the Conversion Rate
in addition to those required by Sections 5.6(a), (b), (c), (d), (e), (f), (g)
and (h) as the Board of Directors considers to be advisable to avoid or diminish
any income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes. To the extent
permitted by applicable law, the Company from time to time may increase the
Conversion Rate by any amount for any period of time if the Board of Directors

                                       43

<PAGE>

shall have made a determination that such increase would be in the best
interests of the Company, which determination shall be conclusive. Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to holders of the Securities a notice of the increase prior to the
date the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

                  (j) To the extent that the Company has a rights plan in effect
upon conversion of the Securities into Common Stock, Holders will receive, in
addition to the Common Stock, the rights under the rights plan unless the rights
have separated from the Common Stock at the time of conversion, in which case
the Conversion Rate will be adjusted as if the Company distributed to all
holders of Common Stock, shares of the Capital Stock of the Company, evidences
of indebtedness or assets as described in Section 5.6(e) above, subject to
readjustment in the event of the expiration, termination or redemption of such
rights.

                  SECTION 5.7. No Adjustment. No adjustment in the Conversion
Rate shall be required unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate as last adjusted; provided,
however, that any adjustments which by reason of this Section 5.7 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article 5 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

                  No adjustment need be made for issuances of Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for a
change in the par value or a change to no par value of the Common Stock.

                  SECTION 5.8. Adjustment for Tax Purposes. The Company shall be
entitled to make such increases in the Conversion Rate, in addition to those
required by Section 5.6, as it in its discretion shall determine to be advisable
in order that any stock dividends, subdivisions of shares, distributions of
rights to purchase stock or securities or distributions of securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

                  SECTION 5.9. Notice of Adjustment. Whenever the Conversion
Rate or conversion privilege is adjusted, the Company shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Trustee shall receive an Officers'
Certificate setting forth an adjustment of the Conversion Rate, the Trustee may
assume without inquiry that the Conversion Rate has not been adjusted and that
the last Conversion Rate of which it has knowledge remains in effect.

                  SECTION 5.10. Notice of Certain Transactions. In the event
that:

                  (a) the Company takes any action which would require an
         adjustment in the Conversion Rate;

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<PAGE>

                  (b) the Company consolidates or merges with, or transfers all
         or substantially all of its property and assets to, another corporation
         and shareholders of the Company must approve the transaction; or

                  (c) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
and file the notice at least ten days before such date. Failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in clause (a), (b) or (c) of this Section 5.10.

                  SECTION 5.11. Effect of Reclassification, Consolidation,
Merger or Sale on Conversion Privilege. If any of the following shall occur,
namely: (a) any reclassification or change of shares of Common Stock issuable
upon conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.6); (b) any consolidation or merger or combination to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety
or substantially as an entirety of the property and assets of the Company,
directly or indirectly, to any person, then the Company, or such successor,
purchasing or transferee corporation, as the case may be, shall, as a condition
precedent to such reclassification, change, combination, consolidation, merger,
sale or conveyance, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
to convert such Security into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, combination, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock deliverable upon conversion of such
Security immediately prior to such reclassification, change, combination,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments of the Conversion Rate which shall be as nearly
equivalent as may be practicable to the adjustments of the Conversion Rate
provided for in this Article 5. If, in the case of any such consolidation,
merger, combination, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a person other than
the successor, purchasing or transferee corporation, as the case may be, in such
consolidation, merger, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other person and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing. The provisions of this Section 5.11 shall similarly apply to
successive reclassifications, changes, combinations, consolidations, mergers,
sales or conveyances.

                  In the event the Company shall execute a supplemental
indenture pursuant to this Section 5.11, the Company shall promptly file with
the Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other securities or property (including
cash) receivable by Holders of the Securities upon the conversion of their

                                       45

<PAGE>

Securities after any such reclassification, change, combination, consolidation,
merger, sale or conveyance, any adjustment to be made with respect thereto and
that all conditions precedent have been complied with and (y) an Opinion of
Counsel that all conditions precedent have been complied with, and shall
promptly mail notice thereof to all Holders.

                  SECTION 5.12. Trustee's Disclaimer. The Trustee shall have no
duty to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in conclusively relying upon, an Officers' Certificate including the
Officers' Certificate with respect thereto which the Company is obligated to
file with the Trustee pursuant to Section 5.9. The Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities, and the Trustee shall not be responsible for the
Company's failure to comply with any provisions of this Article 5.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 5.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.11.

                  SECTION 5.13. Voluntary Increase. The Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least 20 days and if the increase is irrevocable during the
period if our Board of Directors determines that such increase would be in the
best interest of the Company or to avoid or diminish income tax to holders of
shares of our Common Stock in connection with a dividend or distribution of
stock or similar event, and the Company provides 20 days prior notice of any
increase in the Conversion Rate.

                                   ARTICLE 6

                         SUBORDINATION OF THE SECURITIES

                  SECTION 6.1. Agreement to Subordinate.

                  The Company agrees, and each Holder by accepting a Security
agrees, that the Indebtedness evidenced by the Securities including principal,
interest, Contingent Interest, if any, and Liquidated Damages, if any, is
subordinated in right of payment, to the extent and in the manner provided in
this Article 6, to the prior payment in full in cash of all Senior Indebtedness
of the Company and that the subordination is for the benefit of and enforceable
by the holders of such Senior Indebtedness. The Securities shall in all respects
rank pari passu in right of payment with all other Senior Subordinated
Indebtedness of the Company, including the 13% Notes, and only Indebtedness
which is Senior Indebtedness shall rank senior in right of payment to the
Securities in accordance with the provisions set forth herein.

                  SECTION 6.2. Liquidation, Dissolution, Bankruptcy.

                                       46

<PAGE>

                  Upon any payment or distribution of the assets of the Company
to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:

                  (a) holders of Senior Indebtedness of the Company shall be
entitled to receive payment in full in cash of such Senior Indebtedness of the
Company before Holders shall be entitled to receive any payment of principal of
or interest, Contingent Interest, if any, or Liquidated Damages, if any, on the
Securities; and

                  (b) until such Senior Indebtedness of the Company is paid in
full in cash, any payment or distribution to which Holders would be entitled but
for this Article 6 shall be made to holders of such Senior Indebtedness as their
interests may appear; and

                  (c) if a distribution is made to Holders that, due to the
subordination provisions, should not have been made to them, such Holders are
required to hold it in trust for the holders of Senior Indebtedness and pay it
over to them as their interests may appear.

                  SECTION 6.3. Default on Senior Indebtedness.

                  The Company may not pay the principal of, premium (if any) or
interest, Contingent Interest, if any, or Liquidated Damages, if any, on the
Securities or make any deposit pursuant to Section 11.1 and may not repurchase,
redeem or otherwise retire any Securities (collectively, "pay the Securities")
if (a) any Designated Senior Indebtedness of the Company is not paid in full in
cash when due or (b) any other default on Designated Senior Indebtedness of the
Company occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (i) the default
has been cured or waived and any such acceleration has been rescinded or (ii)
such Designated Senior Indebtedness has been paid in full in cash; provided,
however, that the Company may pay the Securities without regard to the foregoing
if the Company and the Trustee receive written notice approving such payment
from the Representative of such Designated Senior Indebtedness. During the
continuance of any default (other than a default described in clause (a) or (b)
of the preceding sentence) with respect to any Designated Senior Indebtedness of
the Company pursuant to which the maturity thereof may be accelerated either
immediately without further notice (except such notice as may be required to
effect such acceleration) or after the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "Blockage Notice") of such default from the
Representative of the holders of such Designated Senior Indebtedness of the
Company specifying an election to effect a Payment Blockage Period and ending
179 days thereafter (or earlier if such Payment Blockage Period is terminated
(A) by written notice to the Trustee and the Company from the Person or Persons
who gave such Blockage Notice, (B) because the default giving rise to such
Blockage Notice is cured, waived or no longer continuing or (C) because such
Designated Senior Indebtedness has been discharged or paid in full in cash).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section
6.3), unless the holders of such Designated Senior Indebtedness of the Company
or the Representative of such holders have accelerated the maturity of such
Designated Senior Indebtedness of the Company, the Company may resume payments

                                       47

<PAGE>

on the Securities after the end of such Payment Blockage Period. The Securities
shall not be subject to more than one Payment Blockage Period in any consecutive
360-day period, irrespective of the number of defaults with respect to
Designated Senior Indebtedness of the Company during such period. No default or
event of default which existed or was continuing on the date of the commencement
of any Payment Blockage Period with respect to the Designated Senior
Indebtedness of the Company initiating such Payment Blockage Period (whether or
not such default is on the same issue of Designated Senior Indebtedness) shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness of the
Company, whether or not within a period of 360 consecutive days, unless such
default or event of default shall have been cured or waived in writing for a
period of not less than 90 consecutive days subsequent to commencement of such
initial Payment Blockage Period.

                  SECTION 6.4. Acceleration of Payment of Securities.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company or the Trustee shall promptly notify the holders
of the Designated Senior Indebtedness of the Company (or their Representatives)
of the acceleration. The Trustee shall give notice of such acceleration, of
which it has actual knowledge, to all holders of Designated Senior Indebtedness
of the Company. Prior to the Trustee's giving such notice, the Company shall
notify the Trustee of the name and address of any such holder of Designated
Senior Indebtedness of the Company.

                  SECTION 6.5. When Distribution Must Be Paid Over.

                  If a distribution is made to Holders that because of this
Article 6 should not have been made to them, such Holders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness of the
Company and pay it over to them as their interests may appear and the Trustee
shall not be liable to any holders of Senior Indebtedness of the Company with
respect thereto. With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article 6 and no
implied covenants or obligations with respect to holders of Senior Indebtedness
of the Company shall be read into this Indenture against the Trustee.

                  SECTION 6.6. Subrogation.

                  After all Senior Indebtedness of the Company is paid in full
in cash and until the Securities are paid in full, Holders shall be subrogated
to the rights of holders of such Senior Indebtedness to receive distributions
applicable to such Senior Indebtedness. A distribution made under this Article 6
to holders of such Senior Indebtedness of the Company which otherwise would have
been made to Holders is not, as between the Company and such Holders, a payment
by the Company on such Senior Indebtedness of the Company.

                  SECTION 6.7. Relative Rights.

                  This Article 6 defines the relative rights of Holders and
holders of Senior Indebtedness of the Company. Nothing in this Indenture shall:

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<PAGE>

                  (i) impair, as between the Company and any Holder, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest, Contingent Interest, if any, and Liquidated
         Damages, if any, on the Securities in accordance with their terms; or

                  (ii) prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness of the Company to receive distributions otherwise
         payable to Holders.

                  SECTION 6.8. Subrogation May Not Be Impaired By The Company.

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

                  SECTION 6.9. Rights of Trustee and Paying Agent.

                  Notwithstanding Section 6.3, the Trustee or Paying Agent may
continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice satisfactory to it that
payments may not be made under this Article 6. The Company, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of the Company may give the notice; provided, however, that, if an
issue of Senior Indebtedness of the Company has a Representative, only the
Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 6 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 10 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 6 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 10.7.

                  SECTION 6.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness of the Company, the distribution may be made and
the notice given to their Representative (if any).

                  SECTION 6.11. Article 6 Not To Prevent Events of Default or
Limit Right To Accelerate

                  The failure to make a payment pursuant to the Securities by
reason of any provision in this Article 6 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 6 shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the
Securities.

                                       49

<PAGE>

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or distribute to
Holders or to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness of the Company shall be entitled by
virtue of this Article 6 or otherwise.

                  SECTION 6.12. Trustee Entitled To Rely.

                  Upon any payment or distribution pursuant to this Article 6,
the Trustee and the Holders shall be entitled to rely (a) upon any order or
decree of a court of competent jurisdiction in which any proceedings of the
nature referred to in Section 6.2 are pending, (b) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to the Holders or (c) upon the Representatives for the holders
of Senior Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of such Senior
Indebtedness 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 6. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 6, the Trustee may
request such Person to furnish evidence to the satisfaction of the Trustee as to
the amount of such Senior Indebtedness of the Company held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 6, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 10.1 and 10.2 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 6.

                  SECTION 6.13. Trustee To Effectuate Subordination.

                  Each Holder by accepting a Security authorizes and directs the
Trustee on his or its behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
and the holders of Senior Indebtedness of the Company as provided in this
Article 6 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                  SECTION 6.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness of the Company and shall not be liable to any
such holders of Senior Indebtedness if it shall mistakenly pay over or
distribute to Holders or the Company or any other Person, money or assets to
which any holders of Senior Indebtedness of the Company shall be entitled by
virtue of this Article 6 or otherwise.

                  SECTION 6.15. Reliance by Holders of Senior Indebtedness on
Subordination.

                  Each Holder by accepting a Security acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness of the
Company whether such Senior Indebtedness was created or acquired before or after

                                       50

<PAGE>

the issuance of the Securities, to acquire and continue to hold, or to continue
to hold, such Senior Indebtedness and such holder of such Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

                                   ARTICLE 7

                                    COVENANTS

                  SECTION 7.1. Payment of Securities. The Company shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities and this Indenture. A payment of principal or
interest, Contingent Interest, if any, or Liquidated Damages, if any, Redemption
Price or Purchase Price shall be considered paid on the date it is due if the
Paying Agent holds or, in the case of the Company or an Affiliate of the Company
acting as Paying Agent, the Company or an Affiliate of the Company has set aside
and segregated in trust, by 10:00 a.m. New York City time on that date, money
deposited by the Company or an Affiliate thereof, sufficient to pay the
installment. The Company shall, (in immediately available funds) to the fullest
extent permitted by law, pay interest on overdue principal (including premium,
if any) and overdue installments of interest, Contingent Interest, if any, and
Liquidated Damages, if any, at the rate borne by the Securities per annum.

                  At the option of the Company, interest on the Securities may
be paid by mailing a check to the address of the Holder entitled thereto as such
address shall appear in the Security Register; provided that, Holders with an
aggregate principal amount of Securities in excess of $10 million may elect in
writing to be paid by wire transfer in immediately available funds. Payments on
Securities represented by a Global Security will be made to the Depositary by
wire transfer of immediately available funds to the account of the Depositary or
its nominee.

                  SECTION 7.2. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of the Trustee, located at 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust
Administration, shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). 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 address of the
Trustee set forth in Section 15.2.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities 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

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any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, for such purposes.

                  SECTION 7.3. SEC Reports and Other Reports. (a) The Company
shall file all reports and other information and documents which it is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and
within 15 days after it files them with the SEC, the Company shall file copies
of all such reports, information and other documents with the Trustee. The
Company shall comply with the provisions of TIA Section 314(a).

                  (b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 7.4. Compliance Certificates. The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending December 31, 2003), an Officers'
Certificate as to such Officers' knowledge of the Company's and each Guarantor's
compliance with all conditions and covenants on its part contained in this
Indenture and stating whether or not the signer knows of any Default or Event of
Default. If such signer knows of such a Default or Event of Default, the
Officers' Certificate shall describe the Default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 7.4, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

                  SECTION 7.5. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 7.6. Maintenance of Corporate Existence. Subject to
Article 8, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.

                  SECTION 7.7. Rule 144A Information Requirement. Within the
period prior to the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), the
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the Exchange Act, upon the request of any
Holder or beneficial holder of the Securities make available to such Holder or
beneficial holder of Securities or any Common Stock issued upon conversion
thereof which continue to be Restricted Securities in connection with any sale
thereof and any prospective purchaser of Securities or such Common Stock
designated by such Holder or beneficial holder, the information required
pursuant to Rule 144A(d)(4) under the Securities Act, all to the extent required
from time to time to enable such Holder or beneficial holder to sell its
Securities or Common Stock without registration under the Securities Act within
the limitation of the exemption provided by Rule 144A, as such Rule may be
amended from time to time. Upon the request of any Holder or any beneficial

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<PAGE>

holder of the Securities or such Common Stock, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

                  SECTION 7.8. Stay, Extension and Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Company from paying all or any portion of the principal
of, premium, if any, or interest, Contingent Interest, if any, and Liquidated
Damages, if any, on the Securities as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture, and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                  SECTION 7.9. Payment of Liquidated Damages. If Liquidated
Damages is payable by the Company and the Guarantors pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee an
Officers' Certificate to that effect stating (a) the amount of such Liquidated
Damages that is payable and (b) the date on which such Liquidated Damages is
payable. Unless and until a Trust Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no such Liquidated
Damages is payable. If the Company or any Guarantor has paid Liquidated Damages
directly to the Persons entitled to it, the Company shall deliver to the Trustee
a certificate setting forth the particulars of such payment. The Trustee shall
not at any time be under any duty or responsibility to any Holder to determine
the Liquidated Damages, or with respect to the nature, extent or calculation of
the amount of Liquidated Damages when made, or with respect to the method
employed in such calculation of the Liquidated Damages.

                  SECTION 7.10. Future Subsidiary Guarantors.

                  If any of the Subsidiaries of the Company provides (a) a
guarantee under the 13% Notes or (b) if the Company issues Senior Subordinated
Indebtedness or Subordinated Obligations and such Senior Subordinated
Indebtedness or Subordinated Obligations is guaranteed by any of the
Subsidiaries of the Company, then such Subsidiary shall (i) by a supplemental
indenture executed and delivered to the Trustee, in form satisfactory to the
Trustee, unconditionally guarantee on a senior subordinated basis all of the
Company's obligations under the Securities and this Indenture; and (ii) deliver
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such supplemental indenture complies with this Indenture. Thereafter, such
Subsidiary shall be a Guarantor for all purposes of this Indenture. Without
limitation to the foregoing and notwithstanding any other provision of this
Indenture, each of the Subsidiaries of the Company which at any time guarantees
the 13% Notes shall, so long as it remains a guarantor of the 13% Notes, also
guarantee the Securities on a senior subordinated basis pursuant to this
Indenture and a Subsidiary Guarantee.

                  SECTION 7.11. Prohibition on Incurrence of Certain Senior
Subordinated Debt.

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                  Neither the Company nor any Guarantor will incur or suffer to
exist Indebtedness that is senior in right of payment to the Securities or such
Guarantor's Subsidiary Guarantee and subordinate in right of payment to any
other Indebtedness of the Company or such Subsidiary Guarantor, as the case may
be.

                                   ARTICLE 8

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 8.1. Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other Person or
sell, convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, unless:

                  (a) (i) the Company shall be the surviving corporation or (ii)
         the Person (if other than the Company ) formed by such consolidation or
         into which the Company is merged or the Person which acquires by
         conveyance or transfer, or which leases, the properties and assets of
         the Company substantially as an entirety (A) shall be a corporation
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia and (B) shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and any premium and interest,
         Contingent Interest, if any, and Liquidated Damages, on all the
         Securities and the performance or observance of every covenant of this
         Indenture and the Registration Rights Agreement on the part of the
         Company to be performed or observed and the conversion rights shall be
         provided for in accordance with Article 5, by supplemental indenture
         satisfactory in form to the Trustee, executed and delivered to the
         Trustee, by the Person (if other than the Company) formed by such
         consolidation or into which the Company shall have been merged or by
         the Person which shall have acquired the Company's assets;

                  (b) immediately after giving effect to such transaction, no
         Default or Event of Default, shall have happened and be continuing; and

                  (c) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, sale, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article 8 and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with and the supplemental indenture constitutes a
         legal, valid and binding obligation of such successor person, subject
         to bankruptcy, insolvency and similar proceedings and general equitable
         principles.

                  SECTION 8.2. Successor Substituted. Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor
Person formed by such consolidation or into which the Company is merged or to

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which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture, the Registration Rights Agreement and the Securities.

                                   ARTICLE 9

                              DEFAULT AND REMEDIES

                  SECTION 9.1. Events of Default. Each of the following is an
"Event of Default":

                  (a) default in the payment of principal of any Security when
due at its Stated Maturity, upon redemption, upon purchase at the option of the
Holder, whether pursuant to Section 3.7 or 3.8, or otherwise;

                  (b) a default in the payment of interest, including Contingent
Interest, if any, on the Securities when due, continued for 30 days,

                  (c) the failure by the Company to comply with its obligations
under Article 5, unless such failure is cured within ten days after written
notice of such failure is given to the Company by the Trustee or the Holder of
the Security which has not been converted;

                  (d) Indebtedness of the Company, any Guarantor or any
Significant Subsidiary (other than Indebtedness owed to the Company or any
Subsidiaries) is not paid within any applicable grace period after final
maturity or is accelerated by the holders thereof because of a default under the
terms therein and the total amount of such Indebtedness unpaid or accelerated
exceeds $7.5 million (or the equivalent thereof in any other currency or
currencies) (the "cross-acceleration provision");

                  (e) the failure by the Company to comply with its obligations
under Section 8.1;

                  (f) the failure by the Company to comply for 30 days after
notice with any of its obligations under Section 3.8 (other than a failure to
purchase Securities);

                  (g) the failure by the Company or any Guarantor to comply for
60 days after written notice with their other agreements contained in this
Indenture;

                  (h) any judgment or decree for the payment of money in excess
of $7.5 million (excluding judgments to the extent covered by insurance by one
or more reputable insurers and as to which such insurers have acknowledged
coverage for) is entered against the Company, any Guarantor or any Significant
Subsidiary, remains outstanding for a period of 60 days following entry of such
judgment and is not discharged, bonded, waived or stayed within 30 days after
written notice (the "judgment default provision"); or

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<PAGE>

                  (i) a Subsidiary Guarantee of a Significant Subsidiary ceases
to be in full force and effect (other than in accordance with the terms of such
Subsidiary Guarantee) or is declared to be null and void and unenforceable or
the Subsidiary Guarantee of a Significant Subsidiary is found to be invalid or a
Guarantor that is a Significant Subsidiary denies its liability under its
Subsidiary Guarantee (other than by reason of release of the Guarantor in
accordance with the terms of this Indenture); provided, however, that an Event
of Default will also be deemed to occur with respect to Subsidiaries that are
not Significant Subsidiaries ("Insignificant Subsidiaries") if the Subsidiary
Guarantees of such Insignificant Subsidiaries cease to be in full force and
effect (other than in accordance with the terms of such Subsidiary Guarantee) or
are declared null and void and unenforceable or the Subsidiary Guarantees of
such Insignificant Subsidiaries are found to be invalid or such Insignificant
Subsidiaries deny their liability under their Subsidiary Guarantees (other than
by reason of release of the Guarantor in accordance with the terms of this
Indenture), if when aggregated and taken as a whole the Insignificant
Subsidiaries subject to this clause (i) would meet the definition of a
Significant Subsidiary.

                  (j) the Company, any Guarantor or any Significant Subsidiary
of the Company (A) commences a voluntary case or proceeding under any Bankruptcy
Law with respect to itself, (B) consents to the entry of a judgment, decree or
order for relief against it in an involuntary case or proceeding under any
Bankruptcy Law, (C) consents to the appointment of a Custodian of it or for
substantially all of its property, or (D) makes a general assignment for the
benefit of its creditors;

                  (k) a court of competent jurisdiction enters a judgment,
decree or order for relief in respect of the Company, any Guarantor or any
Significant Subsidiary of the Company in an involuntary case or proceeding under
any Bankruptcy Law, which shall (A) order reorganization, arrangement,
adjustment or composition in respect of the Company, any Guarantor or any such
Significant Subsidiary, (B) appoint a Custodian of the Company, any Guarantor or
any such Significant Subsidiary or for substantially all of its property or (C)
order the winding-up or liquidation of its affairs; and such judgment, decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;

                  However, a default under clause (g) will not constitute an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the outstanding Securities notify the Company in writing of the
default and the Company does not cure such default within the time specified
after receipt of such notice. The notice given pursuant to this Section 8.1 must
specify the default, demand that it be remedied and state that the notice is a
"Notice of Default." When any default under this Section 8.1 is cured, it
ceases.

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice of any Event of Default under clause (d)
or (i) and any event which with the giving of notice or the lapse of time would
become an Event of Default under clause (g), its status and what action the
Company is taking or proposes to take with respect thereto.

                  The term "Bankruptcy Law" means Title 11 of the United States
Code (or any successor thereto) or any similar federal or state law for the
relief of debtors. The term "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

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<PAGE>

                  The Trustee shall not be charged with knowledge of any Event
of Default unless written notice thereof shall have been given to a Trust
Officer at the Corporate Trust office of the Trustee by the Company, a Paying
Agent, any Holder or any agent of any Holder.

                  SECTION 9.2. Acceleration. If an Event of Default (other than
an Event of Default specified in clause (j) or (k) of Section 9.1) occurs and is
continuing, the Trustee may, by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding may,
by notice to the Company and the Trustee, declare all unpaid principal and
accrued and unpaid interest, Contingent Interest, if any, and Liquidated
Damages, if any, to the date of acceleration on the Securities then outstanding
(if not then due and payable) to be due and payable upon any such declaration,
and the same shall become and be immediately due and payable. If an Event of
Default specified in clause (j) or (k) of Section 9.1 occurs, all unpaid
principal of the Securities then outstanding and accrued and unpaid interest,
Contingent Interest, if any, and Liquidated Damages, if any, shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee may
rescind, on behalf of all Holders, an acceleration and its consequences if (a)
all existing Events of Default, other than the nonpayment of the principal,
interest, Contingent Interest, if any, and Liquidated Damages, if any, which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate of 1% per annum above the then applicable rate borne by
the Securities) on overdue installments of interest, Contingent Interest, if
any, and Liquidated Damages, if any, and overdue principal, which has become due
otherwise than by such declaration of acceleration, has been paid; (c) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 10.7 have been made. No such rescission shall
affect any subsequent default or impair any right consequent thereto.

                  SECTION 9.3. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may, but shall not be obligated to, pursue any
available remedy by proceeding at law or in equity to collect the payment of the
principal of or interest, Contingent Interest, if any, or Liquidated Damages, if
any, on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

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

                  SECTION 9.4. Waiver of Defaults and Events of Default. The
Holders of a majority in aggregate principal amount of the Securities then
outstanding by notice to the Trustee may waive an existing Default or Event of
Default and its consequence, except a Default or Event of Default in the payment
of the principal of, premium, if any, or interest, Contingent Interest, if any,
or Liquidated Damages, if any, on any Security, a failure by the Company to
convert any Securities into Common Stock or any default or Event of Default in
respect of any provision of this Indenture or the Securities which, under

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<PAGE>

Section 12.2, cannot be modified or amended without the consent of the Holder of
each Security affected. When a default or Event of Default is waived, it is
cured and ceases, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. This Section 9.4 shall be in lieu of the
TIA Section 316(a)1(A) and Section 316(a) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

                  SECTION 9.5. Control by Majority. The Holders of a majority in
aggregate principal amount of the Securities then outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of another Holder or the Trustee, or that may involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. This Section 9.5 shall be in lieu
of the TIA Section 316(a)1(B) and Section 316(a)1(B) is hereby expressly
excluded from this Indenture as permitted by the TIA.

                  SECTION 9.6. Limitations on Suits. A Holder may not pursue any
remedy with respect to this Indenture or the Securities (except actions for
payment of overdue principal or interest, Contingent Interest, if any, or
Liquidated Damages, if any, or for the conversion of the Securities pursuant to
Article 5) unless:

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

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

                  (c) such Holder or Holders offer 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 of indemnity; and

                  (e) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in aggregate principal amount of the Securities then
         outstanding.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over such
other Securityholder.

                  SECTION 9.7. Rights of Holders to Receive Payment and to
Convert. Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest,
Contingent Interest, if any, and Liquidated Damages, if any, on the Security, on
or after the respective due dates expressed in the Security and this Indenture,
to convert such Security in accordance with Article 5 and to bring suit for the
enforcement of any such payment on or after such respective dates or the right

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<PAGE>

to convert, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

                  SECTION 9.8. Collection Suit by Trustee. If an Event of
Default in the payment of principal or interest, Contingent Interest, if any,
and Liquidated Damages, if any, specified in clause (a) or (b) of Section 9.1
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company, any Guarantor or another
obligor on the Securities for the whole amount of principal and accrued
interest, Contingent Interest, if any, and Liquidated Damages, if any, remaining
unpaid, together with, to the extent that payment of such interest is lawful,
interest on overdue principal and on overdue installments of interest, in each
case at the rate per annum borne by the Securities and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel provided in Section 10.7.

                  SECTION 9.9. Trustee May File Proofs of Claim. The Trustee may
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 allowed in any judicial
proceedings relative to the Company or any Guarantor (or any other obligor on
the Securities), its creditors or its property and shall be entitled and
empowered to collect and receive any money or other property payable or
deliverable on any such claims and to distribute the same, 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 10.7, and to the extent that such payment of the
reasonable compensation, expenses, disbursements and advances in any such
proceedings 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 property which the Holders may be entitled to
receive in such proceedings, 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, on behalf of any
Holder, to authorize, accept or adopt any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

                  SECTION 9.10. Priorities. If the Trustee collects any money
pursuant to this Article 9, it shall pay out the money in the following order:

                  First, to the Trustee for amounts due under Section 10.7;

                  Second, to the holders of Senior Indebtedness of the Company
and, if such money or property has been collected from a Guarantor, to holders
of Senior Indebtedness of such Guarantor;

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<PAGE>

                  Third, to Holders for amounts due and unpaid on the Securities
for principal and interest, Contingent Interest, if any, and Liquidated Damages,
if any, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal and interest, Contingent
Interest, if any, and Liquidated Damages, if any, respectively; and

                  Fourth, the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 9.10. At least 15 days before such
record date fixed by the Trustee, the Trustee shall mail to each Securityholder,
the Company and any Guarantor from whom the Trustee collected any money pursuant
to this Article 9 a notice that states the record date, the payment date and the
amount to be paid.

                  SECTION 9.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
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 9.11
does not apply to a suit made by the Trustee, a suit by a Holder pursuant to
Section 9.6, or a suit by Holders of more than 10% in aggregate principal amount
of the Securities then outstanding. This Section 9.11 shall be in lieu of
Section 3.15(e) of the TIA and Section 3.15(e) of the TIA is expressly excluded
from this Indenture, as permitted by the TIA.

                                   ARTICLE 10

                                     TRUSTEE

                  SECTION 10.1. 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 Trustee need perform only those duties as are
                  specifically set forth in this Indenture and no others; and

                           (ii) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  The Trustee, however, shall examine any certificates and
                  opinions which by any provision hereof are specifically
                  required to be delivered to the Trustee 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.

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                  This Section 10.1(b) shall be in lieu of Section 3.15(a) of
the TIA and such Section 315(a) is to expressly excluded from this Indenture, as
permitted by the TIA.

                  (c) The Trustee may not be relieved from liability 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
                  subsection (b) of this Section 10.1;

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

                           (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
                  9.5.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to subsections (a), (b) and (c) of this Section 10.1.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

                  (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 10.2. Rights of Trustee. Subject to its duties and
responsibilities under Section 9.1 and, except as expressly excluded from this
Indenture, subject also to the duties and responsibilities under the TIA:

                  (a) The Trustee may rely conclusively on and shall be
         protected in acting or refraining from acting 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 the document.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, which shall
         conform to Section 15.4(b). 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.

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

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                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it believes to be authorized or
         within its rights or powers. (e) The Trustee may consult with counsel
         of its selection, and the advice or opinion of such counsel as to
         matters of law shall be full and complete authorization and protection
         in respect of any such action taken, omitted or suffered by it
         hereunder in good faith and in accordance with the advice or opinion of
         such counsel.

                  (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 pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee security or indemnity
         satisfactory to the Trustee against the costs, expenses and liabilities
         which might be incurred by it in compliance with such request or
         direction.

                  (g) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company or any Guarantor, personally
         or by agent or attorney at the sole cost of the Company and shall incur
         no liability or additional liability of any kind by reason of such
         inquiry or investigation.

                  (h) Except with respect to Section 7.1, the Trustee shall have
         no duty to inquire as to the performance of the Company with respect to
         the covenants contained in Article 7. In addition, the Trustee shall
         not be deemed to have knowledge of an Event of Default except (i) any
         Default or Event of Default occurring pursuant to Sections 7.1, 9.1(a)
         or 9.1(b) or (ii) any Default or Event of Default of which the Trustee
         shall have received written notification or obtained actual knowledge.

                  (i) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder; and

                  (j) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

                  (k) Delivery of reports, information and documents to the
         Trustee under Section 7.3 is for informational purposes only and the
         Trustee's receipt of the foregoing shall not constitute constructive
         notice of any information contained therein or determinable from
         information contained therein, including the Company's compliance with

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         any of their covenants hereunder (as to which the Trustee is entitled
         to rely exclusively on Officer's Certificates).

                  SECTION 10.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee is subject to Sections 10.10 and 10.11.

                  SECTION 10.4. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement in the
Securities other than its certificate of authentication.

                  SECTION 10.5. Notice of Default or Events of Default. If a
default or an Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Securityholder notice of the Default
or Event of Default within 90 days after it occurs or, if later, within 15 days
after it is known to the Trustee, unless such Default shall have been cured or
waived before giving of such notice. However, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interests of Securityholders,
except in the case of a Default or an Event of Default in payment of the
principal of or interest, Contingent Interest, if any, and Liquidated Damages,
if any, on any Security.

                  SECTION 10.6. Reports by Trustee to Holders. If such report is
required by TIA Section 313, within 60 days after each March 15, beginning with
the May 15 following the date of this Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such March 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2) and
(c).

                  A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the SEC and each
stock exchange, if any, on which the Securities are listed. The Company shall
promptly notify the Trustee whenever the Securities become listed on any stock
exchange or listed or admitted to trading on any quotation system and any
changes in the stock exchanges or quotation systems on which the Securities are
listed or admitted to trading and of any delisting thereof.

                  SECTION 10.7. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time such compensation (as agreed to from time
to time by the Company and the Trustee in writing) for its services (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket disbursements, expenses
and advances incurred or made by it. Such expenses may include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee or any predecessor
Trustee (which for purposes of this Section 10.7 shall include its officers,
directors, employees and agents) for, and hold it harmless against, any and all

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loss, liability or expense including taxes (other than taxes based upon,
measured by or determined by the income or franchise of the Trustee), (including
reasonable legal fees and expenses) incurred by it in connection with the
acceptance or administration of its duties under this Indenture or any action or
failure to act as authorized or within the discretion or rights or powers
conferred upon the Trustee hereunder including the reasonable costs and expenses
of the Trustee and its counsel in defending itself against any claim (whether
asserted by the Company, a Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. The Company need not pay
for any settlement without its written consent, which shall not be unreasonably
withheld.

                  The Company need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by it resulting from its
negligence or willful misconduct.

                  To secure the Company's payment obligations in this Section
10.7, the Trustee shall have a senior claim to which the Securities are hereby
made subordinate on all money or property held or collected by the Trustee,
except such money or property held in trust to pay the principal of and
interest, Contingent Interest, if any, and Liquidated Damages, if any, on the
Securities. The obligations of the Company under this Section 10.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal
of the Trustee.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (h) or (i) of Section 9.1 occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law. The provisions of this
Section 10.7 shall survive the termination of this Indenture.

                  SECTION 10.8. Replacement of Trustee. The Trustee may resign
by so notifying the Company. The Holders of a majority in aggregate principal
amount of the Securities then outstanding may remove the Trustee by so notifying
the Trustee and may, with the Company's written consent, appoint a successor
Trustee. A resignation or removal of a Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
appointment as provided in this Section 10.8. The Company may remove the
Trustee:

                  (a) if the Trustee fails to comply with Section 10.10;

                  (b) if the Trustee is adjudged a bankrupt or an insolvent or a
         Custodian or other public officer takes charge of the Trustee or its
         property;

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

                  (d) if the Trustee becomes incapable of acting; or

                  (e) upon 90 days' notice to the Trustee.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The resignation or removal of a Trustee shall not be

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effective until a successor Trustee shall have delivered the written acceptance
of its appointment as described below.

                  If a successor Trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of l0% in principal amount of the Securities then
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee at the expense of the Company.

                  If the Trustee fails to comply with Section 10.10, any Holder
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. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, 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. A successor Trustee shall mail
notice of its succession to each Holder.

                  A retiring Trustee shall not be liable for the acts or
omissions of any successor Trustee after its succession.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 10.8, the Company's obligations under Section 10.7 shall continue for
the benefit of the retiring Trustee.

                  SECTION 10.9. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets (including the administration of this
Indenture) to, another corporation, the resulting, surviving or transferee
corporation, without any further act, shall be the successor Trustee, provided
such transferee corporation shall qualify and be eligible under Section 10.10.
Such successor Trustee shall promptly mail notice of its succession to the
Company and each Holder.

                  SECTION 10.10. Eligibility; Disqualification. The Trustee
shall always satisfy the requirements of paragraphs (1), (2) and (5) of TIA
Section 310(a). The Trustee (or its parent holding company) shall have a
combined capital and surplus of at least $50,000,000. If at any time the Trustee
shall cease to satisfy any such requirements, it shall resign immediately in the
manner and with the effect specified in this Article 10. The Trustee shall be
subject to the provisions of TIA Section 310(b). Nothing herein shall prevent
the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

                  SECTION 10.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

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                                   ARTICLE 11

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 11.1. Satisfaction and Discharge of Indenture. The
Company and the Guarantors may terminate all of their obligations under this
Indenture if all Securities previously authenticated and delivered (other than
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.7) have been delivered to the Trustee
for cancellation or if:

                  (a) the Securities mature within one year or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving a notice of redemption;

                  (b) the Company irrevocably deposits in trust with the Trustee
         money sufficient to pay the aggregate principal amount or Redemption
         Price of and any unpaid and accrued interest, Contingent Interest, if
         any, and Liquidated Damages, if any, on the Securities to the Final
         Maturity Date or the Redemption Date, as the case may be. Immediately
         after making the deposit, the Company shall give notice of such event
         to the Securityholders;

                  (c) the Company has paid or caused to be paid all sums then
         payable by the Company to the Trustee hereunder; and

                  (d) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  The Company may only make the deposit during the one-year
period and only if the terms of the Senior Indebtedness do not prohibit such a
deposit and Article 6 permits it. Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company in Sections 2.2, 2.3, 2.4,
2.5, 2.6, 2.7, 2.12, 7.1, 7.2, 10.1, 10.2, 10.7 and 10.8 and Articles 3, 6, 11
and 15 shall survive until all obligations under the Indenture have been
satisfied.

                  SECTION 11.2. Application of Trust Money. Subject to the
provisions of Section 11.3, the Trustee or a Paying Agent shall hold in trust,
for the benefit of the Holders, all money deposited with it pursuant to Section
11.1 and shall apply the deposited money in accordance with this Indenture and
the Securities to the payment of the principal of and interest, Contingent
Interest, if any, and Liquidated Damages, if any, on the Securities. Money so
held in trust shall not be subject to the subordination provisions of Article 6.

                  SECTION 11.3. Repayment to Company. The Trustee and each
Paying Agent shall promptly pay to the Company upon written request any excess
money (a) deposited with them pursuant to Section 11.1 and (b) held by them at
any time.

                  The Trustee and each Paying Agent shall pay to the Company
upon written request any money held by them for the payment of principal or
interest, Contingent Interest, if any, or Liquidated Damages, if any, that
remains unclaimed for two years after a right to such money has matured;

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<PAGE>

provided, however, that the Trustee or such Paying Agent, before being required
to make any such payment, shall at the expense of the Company cause to be mailed
to each Holder entitled to such money notice that such money remains unclaimed
and that after a date specified therein, which shall be at least 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be repaid to the Company. After payment to the Company, Holders entitled to
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                  SECTION 11.4. Reinstatement. If the Trustee or any Paying
Agent is unable to apply any money in accordance with Sections 11.1 and 11.2 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.1 until such time as the Trustee or such Paying Agent is
permitted to apply all such money in accordance with Section 11.2; provided,
however, that if the Company has made any payment of the principal of or
interest, Contingent Interest, if any, or Liquidated Damages, if any, on any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive any such
payment from the money held by the Trustee or such Paying Agent.

                                   ARTICLE 12

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 12.1. Without Consent of Holders. The Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Securities or the Subsidiary Guarantees without notice to or consent of any
Securityholder:

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

                  (b) to evidence a successor to the Company or to a Guarantor
         and the assumption by that successor of the Company's or a Guarantor's
         obligations under this Indenture and the Securities or the Subsidiary
         Guarantees, as the case may be;

                  (c) to make any changes or modifications to this Indenture
         necessary in connection with the registration of the Securities and the
         Subsidiary Guarantees under the Securities Act and the qualification of
         this Indenture under the Trust Indenture Act as contemplated by this
         Indenture;

                  (d) to add to the covenants of the Company or the Guarantors
         for the benefit of the Holders or to surrender any right or power
         conferred upon the Company;

                  (e) to add to the Events of Default;

                  (f) to add Guarantors under the Indenture and the Securities;

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

                  (h) to appoint a successor Trustee.

                  SECTION 12.2. With Consent of Holders. The Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company or any
Guarantor with any provision of this Indenture, the Securities or the Subsidiary
Guarantees without notice to any Securityholder. However, notwithstanding the
foregoing but subject to Section 13.4, without the written consent of each
Securityholder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 9.4, may not:

                  (a) change the stated maturity of the principal of any
         Security;

                  (b) reduce the rate or extend the time for payment of
         interest, Contingent Interest, if any, or Liquidated Damages, if any,
         of any Security;

                  (c) reduce the principal amount of, or any premium on, any
         Security;

                  (d) reduce any amount payable upon redemption or purchase at
         the option of the Holder, of any Security;

                  (e) modify the provisions with respect to the Company's
         obligation to redeem any Securities pursuant to Article 3 in a manner
         adverse to Holders;

                  (f) modify the provisions with respect to the purchase right
         of Holders pursuant to Article 3 in a manner adverse to Holders;

                  (g) modify the provisions with respect to the purchase right
         of Holders pursuant to Article 3 upon a Designated Event in a manner
         adverse to Holders;

                  (h) impair the right to institute suit for the enforcement of
         any payment on, or with respect to, any Security;

                  (i) change the currency of payment of principal of, or any
         premium or interest, Contingent Interest, if any, or Liquidated
         Damages, if any, on, any Security;

                  (j) adversely affect the right of Holders to convert
         Securities or reduce the shares of Common Stock or other property
         receivable upon conversion, other than as provided in or under Article
         5 of this Indenture;

                  (k) modify the subordination provisions of Article 6 or change
         the definition of Senior Indebtedness;

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                  (l) reduce the percentage of the aggregate principal amount of
         the outstanding Securities whose Holders must consent to a modification
         or amendment;

                  (m) reduce the percentage of the aggregate principal amount of
         the outstanding Securities necessary for the waiver of compliance with
         certain provisions of this Indenture or the waiver of certain defaults
         under this Indenture;

                  (n) modify any of the provisions of this Section 12.2 or
         Section 9.4, except to increase any such percentage or to provide that
         certain provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each outstanding Security affected
         thereby; and

                  (o) release any Guarantor that is a Significant Subsidiary
         from any of its obligations under its Subsidiary Guarantee in any
         manner that adversely affects Holders in any material respect other
         than in accordance with the terms of this Indenture.

                  It shall not be necessary for the consent of the Holders under
this Section 12.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves
substance thereof.

                  After an amendment, supplement or waiver under this Section
12.2 becomes effective, the Company shall mail to the Holders 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 amendment, supplement or
waiver. An amendment or supplement under this Section 12.2 or under Section 12.1
may not make any change that adversely affects the rights under Articles 6 and
14 of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

                  SECTION 12.3. Compliance with Trust Indenture Act. Every
amendment to or supplement of this Indenture or the Securities shall comply with
the TIA as in effect at the date of such amendment or supplement.

                  SECTION 12.4. Revocation and Effect of Consents. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to its Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (a) through (o) of Section 12.2. In that case, the amendment, supplement
or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

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<PAGE>

                  SECTION 12.5. Notation on or Exchange of Securities. If an
amendment, supplement or waiver changes the terms of a Security, the Trustee may
require the Holder of the Security to deliver such Security to the Trustee. The
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

                  SECTION 12.6. Trustee to Sign Amendments, Etc. The Trustee
shall sign any amendment or supplemental indenture authorized pursuant to this
Article 12 if the amendment or supplemental indenture does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, in its sole discretion, but need not sign it. In signing or
refusing to sign such amendment or supplemental indenture, the Trustee shall be
entitled to receive and, subject to Section 10.1, shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment or supplemental indenture is authorized or permitted by this
Indenture.

                  SECTION 12.7. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 13

                                   GUARANTEES

                  SECTION 13.1. Unconditional Guarantee.

                  Each Guarantor shall unconditionally jointly and severally
guarantee to each Holder of a Security authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, that: (a) the
principal of and interest, including Contingent Interest, if any, and Liquidated
Damages, if any, on the Securities will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, upon purchase at
the option of the Holders pursuant to Section 3.7 or 3.8, by acceleration or
otherwise and interest on the overdue principal, if any, and interest on any
interest, to the extent lawful, of the Securities and all other obligations of
the Company to the Holders or the Trustee under this Indenture or the Securities
will be promptly paid in full or 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 Securities or of any 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 or otherwise.

                  Each Guarantor agrees that, as between such Guarantor on the
one hand, and the Holders and the Trustee on the other hand, (i) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 9
for the purposes of the Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the

                                       7-

<PAGE>

obligations guaranteed hereby, and (ii) in the event of any acceleration of such
obligations as provided in Article 9, such obligations (whether or not due and
payable) shall forthwith become due and payable by such Guarantor for the
purposes of the Subsidiary Guarantee.

                  Each Guarantor agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities 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 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 the Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and in the Subsidiary Guarantee. If any Securityholder or the Trustee
is required by any court or otherwise to return to the Company, any Guarantor,
or any Custodian acting in relation to the Company or any Guarantor, any amount
paid by the Company or such Guarantor to the Trustee or such Securityholder, the
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor agrees that, in the event of default in
the payment of principal (or premium, if any) or interest, Contingent Interest,
if any, or Liquidated Damages, if any, on such Securities, whether at their
Stated Maturity, by acceleration, upon redemption, purchase or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Securities, subject to the terms and conditions set forth in this
Indenture, directly against each of the Guarantors to enforce the Subsidiary
Guarantee without first proceeding against the Company. Each Guarantor agrees
that if, after the occurrence and during the continuance of an Event of Default,
the Trustee or any Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Securities, to collect
interest, Contingent Interest, if any, or Liquidated Damages, if any, on the
Securities, or to enforce any other right or remedy with respect to the
Securities, the Guarantors will pay to the Trustee for the account of the
Holders, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders. The Guarantors will agree to pay, in addition to
the amount stated above, any and all expenses (including reasonable counsel fees
and expenses) incurred by the Trustee and the Holders in enforcing any rights
under the Subsidiary Guarantees with respect to the Guarantors.

                  SECTION 13.2. Severability.

                  In case any provision of the Subsidiary Guarantee 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 13.3. Release of Guarantor from the Subsidiary
Guarantee.

                  Upon the sale or disposition (including by way of
consolidation or merger or otherwise) of all of the Capital Stock of a Guarantor
(or all or substantially all of its assets) to an entity which is not the
Company or a Subsidiary or Affiliate of the Company, and provided that all

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guarantees by such Guarantor of any of the Company's Senior Subordinated
Indebtedness or Subordinated Obligations are terminated at the time of such
release, such Subsidiary Guarantor shall be deemed released from all obligations
under this Article 13 without any further action required on the part of the
Trustee or any Holder. In addition, upon the release of a guarantee of any
guarantor under the 13% Notes that is also a Guarantor, such Guarantor will be
automatically released and relieved of all of its obligations under this
Indenture and its Subsidiary Guarantee will terminate and be of no further force
or effect; provided, that, if at any time after such release such Guarantor
again becomes a guarantor under the 13% Notes, the Company shall cause such
Guarantor to unconditionally guarantee, pursuant to a supplemental indenture
executed and delivered to the Trustee, in form satisfactory to the Trustee
(together with an Officers' Certificate and an Opinion of Counsel, each stating
that such supplemental indenture complies with this Indenture), on a senior
subordinated basis all of the Company's obligations under the Securities and
this Indenture to the same extent as it guarantees the Company's obligations
under the 13% Notes.

                  The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Company accompanied by an
Officers' Certificate certifying as to the compliance with this Section 13.3.

                  SECTION 13.4. Limitation on Amount Guaranteed; Contribution by
Guarantors.

                  (a) Anything contained in this Indenture or the Subsidiary
Guarantee to the contrary notwithstanding, if any Fraudulent Transfer Law (as
hereinafter defined) is determined by a court of competent jurisdiction to be
applicable to the obligations of any Guarantor under the Subsidiary Guarantee,
such obligations of such Guarantor under the Subsidiary Guarantee shall be
limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations under the Subsidiary Guarantee subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the United
States Code or any applicable provisions of comparable state law (collectively,
the "Fraudulent Transfer Laws"), in each case after giving effect to all other
liabilities of such Guarantor, contingent or otherwise (including, without
limitation, any guarantees under the Credit Facility or the 13% Notes), that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor (i) in respect of intercompany Indebtedness to
the Company or other Affiliates of the Company to the extent that such
Indebtedness would be discharged in an amount equal to the amount paid by such
Guarantor under the Subsidiary Guarantee and (ii) under any Subsidiary Guarantee
of Subordinated Obligations which Subsidiary Guarantee contains a limitation as
to maximum amount similar to that set forth in this subsection 13.4(a), pursuant
to which the liability of such Guarantor under the Subsidiary Guarantee is
included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, reimbursement, indemnification or contribution of such Guarantor
pursuant to applicable law or pursuant to the terms of any agreement (including
without limitation any such right of contribution under subsection 13.4(b)).

                  (b) The Guarantors together may desire to allocate among
themselves in a fair and equitable manner, their obligations arising under the
Subsidiary Guarantee. Accordingly, if any payment or distribution is made on any
date by any Guarantor under the Subsidiary Guarantee (a "Funding Guarantor")

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that exceeds its Fair Share (as defined below) as of such date, that Funding
Guarantor will be entitled to a contribution from each of the other Guarantors
in the amount of such other Guarantor's Fair Share Shortfall (as defined below)
as of such date, with the result that all such contributions will cause each
Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of
such date. "Fair Share" means, with respect to a Guarantor as of any date of
determination, an amount equal to (i) the ratio of (A) the Adjusted Maximum
Amount (as defined below) with respect to such Guarantor to (B) the aggregate of
the Adjusted Maximum Amounts with respect to all Guarantors, multiplied by (ii)
the aggregate amount paid or distributed on or before such date by all Funding
Guarantors under the Subsidiary Guarantee in respect of the obligations
guarantied. "Fair Share Shortfall" means, with respect to a Guarantor as of any
date of determination, the excess, if any, of the Fair Share of such Guarantor
over the Aggregate Payments of such Guarantor. "Adjusted Maximum Amount" means,
with respect to a Guarantor as of any date of determination, the maximum
aggregate amount of the obligations of such Guarantor under the Subsidiary
Guarantee, determined as of such date in accordance with subsection 13.4(a);
provided that, solely for purposes of calculating the Adjusted Maximum Amount
with respect to any Guarantor for purposes of this subsection 13.4(b), any
assets or liabilities of such Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Guarantor. "Aggregate Payments" means, with respect to a Guarantor as of any
date of determination, an amount equal to (1) the aggregate amount of all
payments and distributions made on or before such date by such Guarantor in
respect of the Subsidiary Guarantee (including, without limitation, in respect
of this subsection 13.4(b) minus (2) the aggregate amount of all payments
received on or before such date by such Guarantor from the other Guarantors as
contributions under this subsection 13.4(b)). The amounts payable as
contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding Guarantor. The
allocation among Guarantors of their obligations as set forth in this subsection
13.4(b) shall not be construed in any way to limit the liability of any
Guarantor under this Indenture or under the Subsidiary Guarantee.

                  SECTION 13.5. Waiver of Subrogation.

                  Until payment in full is made of the Securities and all other
obligations of the Company to the Holders or the Trustee hereunder and under the
Securities, each Guarantor irrevocably waives any claim or other rights it
acquires against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Subsidiary Guarantee
and this Indenture, including without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Securities shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Holders of the Securities, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Securities, whether matured or unmatured, in accordance with the terms of
this Indenture. Each Guarantor acknowledges that it will receive direct and

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indirect benefits from the financing arrangements contemplated by this Indenture
and that the waiver set forth in this Section 10.05 is knowingly made in
contemplation of such benefits.

                  SECTION 13.6. Execution of Subsidiary Guarantee.

                  To evidence its guarantee to the Securityholders set forth in
this Article Ten, each Guarantor will execute the Subsidiary Guarantee in
substantially the form attached to this Indenture as Exhibit F, which shall be
endorsed on each Security ordered to be authenticated and delivered by the
Trustee. Each Guarantor agrees that the Subsidiary Guarantee set forth in this
Article 13 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of the Subsidiary Guarantee. The Subsidiary
Guarantee shall be signed on behalf of each Guarantor by one Officer of such
Guarantor (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions), and the delivery of such Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee on behalf of such Guarantor. Such signatures upon the
Subsidiary Guarantee may be by manual or facsimile signature of such officers
and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in
case any such Officer who shall have signed the Subsidiary Guarantee shall cease
to be such officer before the Security on which the Subsidiary Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Subsidiary Guarantee had not
ceased to be such Officer of such Guarantor.

                  SECTION 13.7. Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive such Guarantor from
performing the Subsidiary Guarantee as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
each Guarantor expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                   ARTICLE 14

                           SUBORDINATION OF GUARANTEES

                  SECTION 14.1. Agreement to Subordinate.

                  Each Guarantor by execution of a Subsidiary Guarantee jointly
and unconditionally will agree, and each Holder by accepting a Security will
agree, that any payment of obligations by each Guarantor in respect of the
Subsidiary Guarantee (its "Guarantee Obligations") is subordinated in right of
payment, to the extent and in the manner provided in this Article 14, to the
prior payment in full in cash of all Senior Indebtedness of such Guarantor

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(including any guarantee of such Guarantor of the Credit Facility) and that the
subordination is for the benefit of and enforceable by the holders of such
Guarantor's Senior Indebtedness. The Guarantee Obligations shall in all respects
rank pari passu in right of payment with all other Senior Subordinated
Indebtedness of such Guarantors, including the obligations of such Guarantors
under any guarantees of the 13% Notes, and only Indebtedness which is Senior
Indebtedness of such Guarantors shall rank senior in right of payment to the
Guarantee Obligations in accordance with the provisions set forth herein.

                  SECTION 14.2. Liquidation, Dissolution, Bankruptcy.

                  Upon any payment or distribution of the assets of any
Guarantor to creditors upon a total or partial liquidation or a total or partial
dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Guarantor or its property:

                  (a) holders of such Guarantor's Senior Indebtedness shall be
         entitled to receive payment in full in cash of such Senior Indebtedness
         before Holders shall be entitled to receive any payment with respect to
         the Subsidiary Guarantee;

                  (b) until such Guarantor's Senior Indebtedness is paid in full
         in cash, any payment with respect to the Subsidiary Guarantee to which
         Holders would be entitled but for this Article 14 shall be made to
         holders of such Senior Indebtedness as their interests may appear; and

                  (c) if a distribution is made to Holders that, due to the
         subordination provisions, should not have been made to them, such
         holders of the Securities are required to hold it in trust for the
         holders of Senior Indebtedness and pay it over to them as their
         interests may appear.

                  SECTION 14.3. Default on Senior Indebtedness.

                  A Guarantor may not make any payment with respect to its
Guarantee Obligations or make any deposit pursuant to Section 11.1
(collectively, "pay the Subsidiary Guarantee") if (a) any of such Guarantor's or
the Company's Designated Senior Indebtedness is not paid in full in cash when
due or (b) any other default on such Guarantor's or the Company's Designated
Senior Indebtedness occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(i) the default has been cured or waived and any such acceleration has been
rescinded or (ii) such Designated Senior Indebtedness has been paid in full in
cash; provided, however, that the Guarantor may pay the Subsidiary Guarantee
without regard to the foregoing if the Trustee receives written notice approving
such payment from the Representative of such Designated Senior Indebtedness
guaranteed by such Guarantor. During the continuance of any default (other than
a default described in clause (a) or (b) of the preceding sentence) with respect
to any Guarantor's or Company's Designated Senior Indebtedness pursuant to which
the maturity thereof may be accelerated either immediately without further
notice (except such notice as may be required to effect such acceleration) or
after the expiration of any applicable grace periods, the Guarantor may not pay
the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing
upon the receipt by the Trustee (with a copy to such Guarantor) of written

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notice (a "Blockage Notice") of such default from the Representative of such
Designated Senior Indebtedness of such Guarantor or the Company guaranteed by
such Guarantor specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (A) by written notice to the Trustee and such Guarantor from the
Person or Persons who gave such Blockage Notice, (B) because the default giving
rise to such Blockage Notice is cured, waived or otherwise no longer continuing
or (C) because such Designated Senior Indebtedness of such Guarantor and the
related Designated Senior Indebtedness of the Company has been discharged or
paid in full). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 14.3), unless the holders of such Guarantor's or the
Company's Designated Senior Indebtedness or the Representative of such holders
shall have accelerated the maturity of such Guarantor's or the Company's
Designated Senior Indebtedness, the Guarantor may resume payments on the
Subsidiary Guarantee after termination of such Payment Blockage Period. The
Subsidiary Guarantee will not be subject to more than one Payment Blockage
Period in any consecutive 360-day period, irrespective of the number of defaults
with respect to such Designated Senior Indebtedness during such period. No
default or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Guarantor's or
the Company' Designated Senior Indebtedness initiating such Payment Blockage
Period (whether or not such default is on the same issue of Designated Senior
Indebtedness) shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Guarantor's or
the Company' Designated Senior Indebtedness, whether or not within a period of
360 consecutive days, unless such default or event of default shall have been
cured or waived for a period of not less than 90 consecutive days subsequent to
commencement of such initial Payment Blockage Period.

                  SECTION 14.4. Acceleration of Payment of Securities.

                  If payment of a Subsidiary Guarantee is accelerated because of
an Event of Default, such Guarantor or the Trustee shall promptly notify the
holders of such Guarantor's or the Company' Designated Senior Indebtedness (or
their Representatives) of the acceleration. The Trustee shall give notice of
such acceleration, of which it has actual knowledge, to all holders of such
Guarantor's or the Company' Designated Senior Indebtedness. Prior to the
Trustee's giving such notice, the Company shall notify the Trustee of the name
and address of any such holder of such Designated Senior Indebtedness.

                  SECTION 14.5. When Distribution Must Be Paid Over.

                  If a distribution is made to Holders that because of this
Article 14 should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of such Guarantor's Senior
Indebtedness and pay it over to them as their interests may appear, and the
Trustee shall not be liable to any holders of such Guarantor's Senior
Indebtedness. With respect to the holders of such Guarantor's Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article 14 and no
implied covenants or obligations with respect to holders of such Guarantor's
Senior Indebtedness shall be read into this Indenture against the Trustee.

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SECTION 14.6.     Subrogation.

                  After a Guarantor's Senior Indebtedness is paid in full in
cash and until the Subsidiary Guarantees are paid in full, Holders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Guarantor's Senior Indebtedness. A distribution
made under this Article 14 to holders of such Guarantor's Senior Indebtedness
which otherwise would have been made to Holders is not, as between such
Guarantor and such Holders, a payment by such Guarantor on such Senior
Indebtedness.

                  SECTION 14.7. Relative Rights.

                  This Article 14 defines the relative rights of Holders and
holders of a Guarantor's Senior Indebtedness. Nothing in this Indenture shall:

                  (i) impair, as between such Guarantor and any Holder, the
         obligation of such Guarantor, which is absolute and unconditional, to
         pay the Guarantee Obligations in accordance with their terms; or

                  (ii) prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         a Guarantor's Senior Indebtedness to receive distributions otherwise
         payable to Holders.

                  SECTION 14.8. Subordination May Not Be Impaired by a
Guarantor.

                  No right of any holder of a Guarantor's Senior Indebtedness to
enforce the subordination of the Indebtedness evidenced by the Subsidiary
Guarantees shall be impaired by any act or failure to act by such Guarantor or
by its failure to comply with this Indenture.

                  SECTION 14.9. Rights of Trustee and Paying Agent.

                  Notwithstanding Section 14.3, the Trustee or Paying Agent may
continue to make payments in respect of a Subsidiary Guarantee and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a Trust Officer of the Trustee receives notice satisfactory to
it that payments may not be made under this Article 14. Such Guarantor, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
such Guarantor's Senior Indebtedness may give the notice; provided, however,
that, if an issue of a Guarantor's Senior Indebtedness has a Representative,
only the Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold a
Guarantor's Senior Indebtedness with the same rights it would have if it were
not Trustee. The Registrar and co-registrar, the Paying Agent and any agent of
any Guarantor may do the same with like rights. The Trustee shall be entitled to
all the rights set forth in this Article 14 with respect to any Guarantor's
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of such Guarantor's Senior Indebtedness; and nothing in Article
9 shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 14 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 9.7.

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                  SECTION 14.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of a Guarantor's Senior Indebtedness, the distribution may be made and
the notice given to their Representative (if any).

                  SECTION 14.11. Article 14 Not To Prevent Events of Default or
Limit Right To Accelerate.

                  The failure to make a payment relating to the Guarantee
Obligations by reason of any provision in this Article 14 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 14 shall have
any effect on the right of the Holders or the Trustee to accelerate the maturity
of the Securities.

                  SECTION 14.12. Trustee Entitled To Rely.

                  Upon any payment or distribution pursuant to this Article 14,
the Trustee and the Holders shall be entitled to rely (a) upon any order or
decree of a court of competent jurisdiction in which any proceedings of the
nature referred to in Section 14.2 are pending, (b) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to the Holders or (c) upon the Representatives for the holders
of each Guarantor's Senior Indebtedness for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
such Guarantor Senior Indebtedness and other Indebtedness of any Guarantor's,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 14. In the
event that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of a Guarantor's Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 14, the Trustee may request such Person to furnish evidence to the
satisfaction of the Trustee as to the amount of such Guarantor's Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 14, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 10.1 and 10.2 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 14.

                  SECTION 14.13. Trustee To Effectuate Subordination.

                  Each Holder by accepting a Security authorizes and directs the
Trustee on his or its behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
and the holders of any Guarantor's Senior Indebtedness as provided in this
Article 14 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

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                  SECTION 14.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of Guarantors.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of any Guarantor's Senior Indebtedness and shall not be liable to
any such holders of Senior Indebtedness if it shall mistakenly pay over or
distribute to Holders or any Guarantor or any other Person, money or assets to
which any holders of such Guarantor's Senior Indebtedness shall be entitled by
virtue of this Article 14 or otherwise.

                  SECTION 14.15. Reliance by Holders of Senior Indebtedness of
Guarantors on Subordination Provisions.

                  Each Holder by accepting a Security acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Guarantor's Senior
Indebtedness whether such Senior Indebtedness was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                   ARTICLE 15

                                  MISCELLANEOUS

                  SECTION 15.1. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by any
of Sections 310 to 317, inclusive, of the TIA through operation of Section
318(c) thereof, such imposed duties shall control.

                  SECTION 15.2. Notices. Any demand, authorization notice,
request, consent or communication shall be given in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by delivery in person or mail
by first-class mail, postage prepaid, or by guaranteed overnight courier) to the
following facsimile numbers:

                  If to the Company:

                  Actuant Corporation
                  6100 North Baker Road
                  Milwaukee, WI  53209
                  Attention:  Chief Financial Officer
                  Facsimile No.:  (414) 247-5550

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                  if to the Trustee:

                  U.S. Bank National Association
                  60 Livingston Avenue,
                  St. Paul, Minnesota 55107
                  Attention:  Corporate Trust Administration
                  Facsimile No.:  651-495-8097

                  Such notices or communications shall be effective when
received.

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

                  Any notice or communication mailed to a Securityholder shall
be mailed by first-class mail or delivered by an overnight delivery service to
it at its address shown on the register kept by the Registrar.

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

                  SECTION 15.3. Communications by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

                  SECTION 15.4. Certificate and Opinion as to Conditions
Precedent. (a) Upon any request or application by the Company or any Guarantor
to the Trustee to take any action under this Indenture, except upon the initial
issuance of Securities hereunder, the Company or such Guarantor shall furnish to
the Trustee at the request of the Trustee:

                           (i) an Officers' Certificate stating that, in the
                  opinion of the appropriate signatories thereto, all conditions
                  precedent (including any covenants, compliance with which
                  constitutes a condition precedent), if any, provided for in
                  this Indenture relating to the proposed action have been
                  complied with; and

                           (ii) an Opinion of Counsel stating that, in the
                  opinion of such counsel, all such conditions precedent
                  (including any covenants, compliance with which constitutes a
                  condition precedent) have been complied with.

                  (b) Each Officers' Certificate and Opinion of Counsel with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:

                           (i) a statement that the person making such
                  certificate or opinion has read such covenant or condition;

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                           (ii) 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;

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

                           (iv) a statement as to whether or not, in the opinion
                  of such person, such condition or covenant has been complied
                  with;

provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

                  SECTION 15.5. Record Date for Vote or Consent of
Securityholders. The Company (or, in the event deposits have been made pursuant
to Section 11.1, the Trustee) may set a record date for purposes of determining
the identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall
not be more than 30 days prior to the date of the commencement of solicitation
of such action. Notwithstanding the provisions of Section 12.4, if a record date
is fixed, those persons who were Holders of Securities at the close of business
on such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

                  SECTION 15.6. Rules by Trustee, Paying Agent, Registrar and
Conversion Agent. The Trustee may make reasonable rules (not inconsistent with
the terms of this Indenture) for action by or at a meeting of Holders. Any
Registrar, Paying Agent or Conversion Agent may make reasonable rules for its
functions.

                  SECTION 15.7. Legal Holidays. A "Legal Holiday" is a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York and the state in which the Corporate Trust Office is located
are not required to be open. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest,
Contingent Interest, if any, or Liquidated Damages, if any, shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.

                  SECTION 15.8. Governing Law; Waiver of Jury Trial. This
Indenture, the Securities and the Subsidiary Guarantees endorsed on the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York, applicable to contracts made and performed within the
State of New York.

                  EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

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THIS INDENTURE, THE SECURITIES, THE SUBSIDIARY GUARANTEES ENDORSED ON THE
SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY AND THEREBY, RESPECTIVELY.

                  SECTION 15.9. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

                  SECTION 15.10. No Recourse Against Others. All liability
described in paragraph 19 of the Securities of any past, present or future
director, officer, employee, shareholder or controlling person, as such, of the
Company is waived and released.

                  SECTION 15.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successor. All agreements of
the Trustee in this Indenture shall bind its successor.

                  SECTION 15.12. Multiple Counterparts. The parties hereto may
sign one or more copies of this Indenture in counterparts, all of which together
shall constitute one and the same agreement.

                  SECTION 15.13. Separability. In case any provisions in this
Indenture or in the Securities 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 15.14. Table of Contents, Headings, Etc. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.



                            [SIGNATURE PAGES FOLLOW]

                                       82

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the date and year first above written.



                                            ACTUANT CORPORATION


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            ACTUANT INVESTMENTS, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            APPLIED POWER INVESTMENTS II, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            CALTERM TAIWAN, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            COLUMBUS MANUFACTURING, LLC


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

<PAGE>

                                            ENGINEERED SOLUTIONS L.P.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            GB TOOLS AND SUPPLIES, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            NEW ENGLAND CONTROLS, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            NIELSEN HARDWARE CORPORATION


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            VERSA TECHNOLOGIES, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            VT HOLDINGS II, INC.

                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

<PAGE>

                                            U.S. BANK NATIONAL ASSOCIATION, as
                                            Trustee


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

<PAGE>

                                                                      SCHEDULE I

<TABLE>
                                          PROJECTED PAYMENT SCHEDULE(1)
                             PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF SECURITIES

Comparable yield: 7.75%, compounded semiannually
- ------------------------------------------------

<CAPTION>
   SEMIANNUAL PERIOD ENDING                                                             PROJECTED PAYMENTS
- ------------------------------  ---------------------------  -------------------------  -------------------

<S>                                                                                           <C>
May 15, 2004                                                                                  $10.28
November 15, 2004                                                                             $10.00
May 15, 2005                                                                                  $10.00
November 15, 2005                                                                             $10.00
May 15, 2006                                                                                  $10.00
November 15, 2006                                                                             $10.00
May 15, 2007                                                                                  $10.00
November 15, 2007                                                                             $10.00
May 15, 2008                                                                                  $10.00
November 15, 2008                                                                             $10.00
May 15, 2009                                                                                  $10.00
November 15, 2009                                                                             $10.00
May 15, 2010                                                                                  $10.00
November 15, 2010                                                                             $10.00
May 15, 2011                                                                                  $13.29
November 15, 2011                                                                             $13.42
May 15, 2012                                                                                  $13.56
November 15, 2012                                                                             $13.69
May 15, 2013                                                                                  $13.84
November 15, 2013                                                                             $13.99
May 15, 2014                                                                                  $14.15
November 15, 2014                                                                             $14.31
May 15, 2015                                                                                  $14.48
November 15, 2015                                                                             $14.65
May 15, 2016                                                                                  $14.83

- --------

(1)  The schedule of projected payments is determined on the basis of an
     assumption of linear growth of the stock price and is not determined for
     any purpose other than for the determination of interest accruals and
     adjustments thereof in respect of the Securities for United States federal
     income tax purposes. The schedule of projected payments does not constitute
     a projection or representation regarding the amounts payable on the
     Securities.

                                     Sch-1

<PAGE>

   SEMIANNUAL PERIOD ENDING                                                             PROJECTED PAYMENTS
- ------------------------------  ---------------------------  -------------------------  -------------------

November 15, 2016                                                                             $15.02
May 15, 2017                                                                                  $15.22
November 15, 2017                                                                             $15.42
May 15, 2018                                                                                  $15.63
November 15, 2018                                                                             $15.85
May 15, 2019                                                                                  $16.08
November 15, 2019                                                                             $16.32
May 15, 2020                                                                                  $16.57
November 15, 2020                                                                             $16.82
May 15, 2021                                                                                  $17.09
November 15, 2021                                                                             $17.37
May 15, 2022                                                                                  $17.65
November 15, 2022                                                                             $17.95
May 15, 2023                                                                                  $18.26
November 15, 2023                                                                           $3,452.64

</TABLE>

                                     Sch-2

<PAGE>

                                    EXHIBIT A
                                    ---------



                        [FORM OF FACE OF GLOBAL SECURITY]

                  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL
ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS NOVEMBER 10, 2003. IN
ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF
EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT AND THE COMPARABLE YIELD
IS 7.75%, COMPOUNDED SEMIANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO
MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

                  ACTUANT CORPORATION (THE "COMPANY", WHICH TERM INCLUDES ANY
SUCCESSOR THERETO) AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS SECURITY WILL BE
DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO
TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY AS A CONTINGENT
PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE
INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND METHOD,"
SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE
COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT
SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER
OF THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT THE
FOLLOWING ADDRESS: CHIEF FINANCIAL OFFICER, ACTUANT CORPORATION, 6100 NORTH
BAKER ROAD, MILWAUKEE, WI 53209.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE

                                      A-1

<PAGE>

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

                  THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  THE HOLDER OR THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF (x)
THE ORIGINAL ISSUE DATE OF THIS SECURITY (OR, IF THE OVER-ALLOTMENT OPTION
GRANTED TO THE INITIAL PURCHASERS OF THE SECURITIES WAS EXERCISED, THE ORIGINAL
ISSUE DATE OF THE SECURITIES ISSUED UPON EXERCISE OF SUCH OPTION, IF LATER) AND
(y) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 144
OF THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE144A UNDER THE SECURITIES ACT THAT PURCHASES IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, SUBJECT IN
EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF
ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL

                                      A-2

<PAGE>

TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHTS OF THE COMPANY AND
THE WITHIN MENTIONED TRUSTEE IN THE CASE OF ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
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.

                  [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

- --------
(2)  This paragraph should be included only if the Security is a Restricted
     Security.

                                      A-3

<PAGE>

                               ACTUANT CORPORATION
             2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023


No.
- ---
CUSIP: 00508XAA2
- -----
Issue Date:  November 10, 2003
- ----------
Principal Amount:  $150,000,000
- ----------------

                  Actuant Corporation, a Wisconsin corporation (the "Company",
which term shall include any successor corporation under the Indenture referred
to on the reverse hereof), promises to pay to Cede & Co., or registered assigns,
the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on
November 15, 2023 or such greater or lesser amount as is indicated on the
Schedule of Exchanges of Debentures on the other side of this Debenture.

Interest Payment Dates:  May 15 and November 15 of each year, commencing on
- ----------------------   May 15, 2004

Record Dates:  May 1 and November 1 of each year, commencing May 1, 2004
- ------------

                  This Debenture is convertible as specified in the Indenture
dated as of November 10, 2003, among the Company, the Guarantors parties thereto
and U.S. Bank National Association, as trustee. Additional provisions of this
Debenture are set forth in the Indenture and on the other side of this
Debenture.



                            [SIGNATURE PAGE FOLLOWS]

                                      A-4

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.





                                                          ACTUANT CORPORATION



                                                          By
                                                              ------------------
                                                              Name:
                                                              Title:

                                      A-5

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  U.S. Bank National Association, as Trustee, certifies that
this is one of the Securities referred to in the within-mentioned Indenture.







                                             U.S. BANK NATIONAL ASSOCIATION,
                                                 as Trustee



                                             By
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                      A-6

<PAGE>

                         REVERSE SIDE OF GLOBAL SECURITY


                               ACTUANT CORPORATION
             2% Convertible Senior Subordinated Debentures due 2023


         1. Interest

         The Company promises to pay interest on the principal amount of this
Debenture at the rate of 2% per annum. The Company shall pay interest
semiannually on May 15 and November 15 of each year, commencing May 15, 2004.
Interest on the Debentures shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from November 10, 2003;
provided, however, that if there is not an existing default in the payment of
interest and if this Debenture is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such Interest Payment Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Any reference herein to
interest accrued or payable as of any date shall include any Contingent Interest
payable pursuant to Section 4.1 of the Indenture (as defined below) and any
Liquidated Damages accrued or payable on such date as provided in the
Registration Rights Agreement.

         2. Method of Payment

         The Company shall pay interest on this Debenture (except defaulted
interest) to the person who is the Holder of this Debenture at the close of
business on May 1 or November 1, as the case may be, next preceding the related
Interest Payment Date. The Holder must surrender this Debenture to a Paying
Agent to collect payment of principal. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Notwithstanding the foregoing,
so long as this Debenture is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

         3. Paying Agent, Registrar and Conversion Agent

         Initially, U.S. Bank National Association (the "Trustee", which term
shall include any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to the Holder.
The Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.

         4. Indenture, Limitations

         This Debenture is one of a duly authorized issue of Securities of the
Company and guaranteed by certain subsidiaries of the Company (the
"Guarantors"), designated as its 2% Convertible Senior Subordinated Debentures
due 2023, issued under the Indenture. The terms of this Debenture include those
stated in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Indenture. This Debenture is subject to all such terms, and the
Holder of this Debenture is referred to the Indenture and said Act for a

                                      A-7

<PAGE>

statement of those terms. To the extent of any conflict between the terms of the
Debentures and the Indenture, the applicable terms of the Indenture shall
govern. The Debentures are entitled to the benefits of the Subsidiary Guarantees
by the Guarantors made for the benefit of the Holders. Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and obligations thereunder of the Trustees, the Holders and any
Guarantors.

         The Debentures are senior subordinated obligations of the Company
limited to $150,000,000 aggregate principal amount.

         5. Contingent Interest.

         Commencing on November 15, 2010, the Company may make Contingent
Interest payments on this Debenture at the times and under the circumstances
described in Article 4 of the Indenture.

         If payable, Contingent Interest shall be paid on last day of such
Semi-annual Period.

         6. Optional Redemption

         The Debentures are subject to redemption at any time on or after
November 20, 2010 as described in Article 3 of the Indenture.

         No sinking fund is provided for the Debentures.

         7. Purchase of Debentures at Option of Holder

         On each Optional Purchase Date, at the option of the Holder and subject
to the terms and conditions of Article 3 of the Indenture, the Company shall
become obligated to purchase all or any part specified by the Holder of the
Debentures.

         At the option of the Holder and subject to the terms and conditions of
Article 3 of the Indenture, the Company shall become obligated to purchase all
or any part specified by the Holder of the Debentures held by such Holder after
the occurrence of a Designated Event.

         8. Conversion

         A Holder of a Debenture may, subject to the terms and conditions of
Article 5 of the Indenture, convert the principal amount of such Debenture (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of business
on the Business Day immediately preceding November 15, 2023 under the
circumstances described in Article 5 of the Indenture.

         On conversion of a Debenture, that portion of accrued and unpaid
interest, including Contingent Interest, if any, on the converted Debenture
attributable to the period from the most recent Interest Payment Date (or, if no
Interest Payment Date has occurred, from November 10, 2003) through the date of
conversion, and Tax Original Issue Discount accrued through the date of
conversion with respect to the converted Debenture shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the

                                      A-8

<PAGE>

Holder thereof through delivery of the Common Stock (together with the Cash
payment, if any, in lieu of fractional shares), in exchange for the Debenture
being converted pursuant to the provisions hereof, and the fair market value of
such shares of Common Stock (together with any such Cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for accrued and unpaid interest (including Contingent Interest, if
any), and Tax Original Issue Discount accrued through the date of conversion and
the balance, if any, of such fair market value of such Common Stock (and any
such Cash payment) shall be treated as issued in exchange for the principal
amount of the Debenture being converted pursuant to the provisions hereof.

         The Company agrees, and each Holder and any beneficial owner of a
Debenture by its purchase or acceptance thereof shall be deemed to agree, to
treat, for United States federal income tax purposes, the fair market value of
the Common Stock received upon the conversion of a Debenture (together with any
Cash payment in lieu of fractional shares) as a contingent payment on the
Debenture for purposes of Treasury Regulation Section 1.1275-4(b).

         9. Subordination

         The Indebtedness evidenced by the Debentures is subject to the
subordination provisions set forth in Article 6 of the Indenture.

         10. Denominations, Transfer, Exchange

         The Debentures are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of or exchange Debentures in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes or other governmental
charges that may be imposed in relation thereto by law or permitted by the
Indenture.

         11. Persons Deemed Owners

         The Holder of a Debenture may be treated as the owner of it for all
purposes.

         12. Unclaimed Money

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request, subject to applicable unclaimed property law. After that,
Holders entitled to money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

         13. Amendment, Supplement and Waiver

         Subject to certain exceptions, the Indenture or the Debentures may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Debentures then outstanding, and an
existing default or Event of Default and its consequence or compliance with any
provision of the Indenture or the Debentures may be waived in a particular

                                      A-9

<PAGE>

instance with the consent of the Holders of a majority in aggregate principal
amount of the Debentures then outstanding. Without the consent of or notice to
any Holder, the Company, the Guarantors and the Trustee may amend or supplement
the Indenture or the Debentures to, among other things, make any change that
does not adversely affect the rights of any Holder.

         14. Successor Entity

         When a successor corporation assumes all the obligations of its
predecessor under the Debentures and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) be released from those obligations.

         15. Defaults and Remedies

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Debentures then
outstanding may declare all the Debentures to be due and payable in the manner,
at the time and with the effect provided in the Indenture. Certain events of
bankruptcy and insolvency are Events of Default which will result in the
Debentures being due and payable immediately upon the occurrence of such Events
of Default. Holders of Debentures may not enforce the Indenture or the
Debentures except as provided in the Indenture.

         16. Registration Rights

         The Holder of this Debenture is entitled to the benefits of a
Registration Rights Agreement.

         17. Trustee Dealings with the Company

         U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

         18. No Recourse Against Others

         A director, officer, employee or shareholder, as such, of the Company
or of a Guarantor shall not have any liability for any obligations of the
Company or of a Guarantor under the Debentures, the Indenture or the Subsidiary
Guarantees, nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Debenture by accepting this
Debenture waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Debenture.

         19. Authentication

         This Debenture shall not be valid until the Trustee or an
authenticating agent manually signs the certificate of authentication on the
other side of this Debenture.

                                      A-10

<PAGE>

         20. Abbreviations and Definitions

         Customary abbreviations may be used in the name of the 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 UGMA (= Uniform Gifts to Minors Act).

         All terms defined in the Indenture and used in this Debenture but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

         21. Indenture To Control; Governing Law; Waiver of Jury Trial

         In the case of any conflict between the provisions of this Debenture
and the Indenture, the provisions of the Indenture shall control. This Debenture
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principals of conflicts of law.

         EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS
SECURITY OR THE TRANSACTION CONTEMPLATED HEREBY AND THEREBY, RESPECTIVELY.

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

                  Actuant Corporation
                  6100 North Baker Road
                  Milwaukee, WI 53209,
                  Attention:  Chief Financial Officer

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM
                                 ---------------


                  To assign this Debenture, fill in the form below:


                  I or we assign and transfer this Debenture to

- --------------------------------------------------------------------------------
             (Insert assignee's Social Security or Tax I.D. Number)

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

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

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

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

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


and irrevocably appoint

- --------------------------------------------------------------------------------
agent to transfer this Debenture on the books of the Company.  The agent may
substitute another to act for him or her.


                                       Your Signature:



Date:  ______________________          ____________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Debenture)

*Signature guaranteed by:



By:  _______________________

*        The signature must be guaranteed by an institution which is a member of
         one of the following recognized signature guaranty programs: (i) the
         Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
         Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
         Medallion Program (SEMP); or (iv) such other guaranty program
         acceptable to the Trustee.

                                      A-12

<PAGE>

                                CONVERSION NOTICE
                                -----------------


                  To convert this Debenture into Common Stock of the Company,
check the box:  / /

                  To convert only part of this Debenture, state the principal
amount to be converted (must be $1,000 or a integral multiple of $1,000):
$_________________________

                  If you want the stock certificate made out in another person's
name, fill in the form below:

- --------------------------------------------------------------------------------
             (Insert assignee's Social Security or Tax I.D. Number)

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

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

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

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

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


                                      Your Signature:



Date:  ______________________         ____________________________________
                                      (Sign exactly as your name appears on
                                      the other side of this Debenture)

*Signature guaranteed by:



By:  _______________________

*        The signature must be guaranteed by an institution which is a member of
         one of the following recognized signature guaranty programs: (i) the
         Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
         Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
         Medallion Program (SEMP); or (iv) such other guaranty program
         acceptable to the Trustee.

                                      A-13

<PAGE>

                         SCHEDULE OF EXCHANGES OF NOTES
                         ------------------------------


         The following exchanges, redemptions, repurchases or conversions of a
part of this global Debenture have been made:

<TABLE>
<CAPTION>
Principal Amount Of This Global    Authorized
Debenture Following Such           Signatory Of                                           Amount Of Increase In
decrease Date Of Exchange (Or      Securities           Amount Of Decrease In Principal   Principal Amount Of This
Increase)                          Custodian            Amount Of This Global Debenture   Global Debenture
- -------------------------------    ------------         -------------------------------   ------------------------

<S>                                <C>                  <C>                               <C>





</TABLE>

                                      A-14


<PAGE>

                                                                       EXHIBIT B
                                                                       ---------


                     [FORM OF FACE OF CERTIFICATED SECURITY]

                  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL
ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS NOVEMBER 10, 2003. IN
ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF
EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT AND THE COMPARABLE YIELD
IS 7.75%, COMPOUNDED SEMIANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO
MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

                  ACTUANT CORPORATION (THE "COMPANY", WHICH TERM INCLUDES ANY
SUCCESSOR THERETO) AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS SECURITY WILL BE
DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO
TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY AS A CONTINGENT
PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE
INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND METHOD,"
SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE
COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT
SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER
OF THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT THE
FOLLOWING ADDRESS: CHIEF FINANCIAL OFFICER, ACTUANT CORPORATION, 6100 NORTH
BAKER ROAD, MILWAUKEE, WI 53209.

                  THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

                                      B-1

<PAGE>

ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  THE HOLDER OR THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF (x)
THE ORIGINAL ISSUE DATE OF THIS SECURITY (OR, IF THE OVER-ALLOTMENT OPTION
GRANTED TO THE INITIAL PURCHASERS OF THE SECURITIES WAS EXERCISED, THE ORIGINAL
ISSUE DATE OF THE SECURITIES ISSUED UPON EXERCISE OF SUCH OPTION, IF LATER) AND
(y) THE LAST DATE ON WHICH THE "COMPANY") OR ANY AFFILIATE (AS DEFINED IN RULE
144 OF THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE144A UNDER THE SECURITIES ACT THAT PURCHASES IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, SUBJECT IN
EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF
ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHTS OF THE COMPANY AND
THE WITHIN MENTIONED TRUSTEE IN THE CASE OF ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
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.

                  [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](3)

- --------
3    This paragraph should be included only if the Security is a Restricted
     Security.

                                      B-2

<PAGE>

                               ACTUANT CORPORATION
                2% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2023


No.
- ---
CUSIP:  00508XAA2
- -----
Issue Date:  November 10, 2003
- ----------
Principal Amount:  $150,000,000
- ----------------

                  Actuant Corporation, a Wisconsin corporation (the "Company",
which term shall include any successor corporation under the Indenture referred
to on the reverse hereof), promises to pay to Cede & Co., or registered assigns,
the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on
November 15, 2023 or such greater or lesser amount as is indicated on the
Schedule of Exchanges of Debentures on the other side of this Debenture.

Interest Payment Dates:  May 15 and November 15 of each year, commencing on
- ----------------------   May 15, 2004

Record Dates:  May 1 and November 1 of each year, commencing May 1, 2004
- ------------

                  This Debenture is convertible as specified in the Indenture
dated as of November 10, 2003, among the Company, the Guarantors parties thereto
and U.S. Bank National Association, as trustee. Additional provisions of this
Debenture are set forth in the Indenture and on the other side of this
Debenture.




                            [SIGNATURE PAGE FOLLOWS]

                                      B-3

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.





                                                      ACTUANT CORPORATION



                                                      By
                                                          ----------------------
                                                          Name:
                                                          Title:

                                       B-4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  U.S. Bank National Association, as Trustee, certifies that
this is one of the Securities referred to in the within-mentioned Indenture.





                                                 U.S. BANK NATIONAL ASSOCIATION,
                                                 as Trustee



                                                 By
                                                     ---------------------------
                                                     Authorized Signatory

                                      B-5

<PAGE>

[FORM OF REVERSE SIDE OF CERTIFICATED SECURITY IDENTICAL TO FORM OF REVERSE SIDE
OF GLOBAL SECURITY ATTACHED HERETO AS EXHIBIT A]

                                      B-6

<PAGE>

                                                                       EXHIBIT C
                                                                       ---------


                              TRANSFER CERTIFICATE


Re:      2% Convertible Senior Subordinated Debentures due 2023 (the
         "Debentures") of Actuant Corporation

         This certificate relates to $________ principal amount of Debentures
(the "Surrendered Securities") owned in (check applicable box)

          / / book-entry or / / definitive form by _____________________________
____________________________________________________________ (the "Transferor").
                                                                   ----------

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Surrendered Securities.

         In connection with such request and in respect of each such Surrendered
Securities, the Transferor does hereby certify that the Transferor is familiar
with transfer restrictions relating to the Debentures as provided in Section
2.12 of the Indenture dated as of November 10, 2003 among Global Imaging
Systems, Inc., certain subsidiaries of the Company, as guarantors, and U.S. Bank
National Association, as trustee (the "Indenture"), and the transfer of such
Surrendered Securities is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act") or
the transfer or exchange, as the case may be, of such Surrendered Securities
does not require registration under the Securities Act because (check applicable
box):

        / /       The Surrendered Securities are being transferred pursuant to
                  an effective registration statement under the Securities Act.

        / /       The Surrendered Securities are being acquired for the
                  Transferor's own account, without transfer.

        / /       The Surrendered Securities are being transferred to the
                  Company or a Subsidiary (as defined in the Indenture) of the
                  Company.

        / /       The Surrendered Securities are being transferred to a person
                  the Transferor reasonably believes is a "qualified
                  institutional buyer" (as defined in Rule 144A or any successor
                  provision thereto ("Rule 144A") under the Securities Act) that
                  is purchasing for its own account or for the account of a
                  "qualified institutional buyer", in each case to whom notice
                  has been given that the transfer is being made in reliance on
                  such Rule 144A, and in each case in reliance on Rule 144A.

        / /       The Surrendered Securities are being transferred pursuant to
                  and in compliance with an exemption from the registration
                  requirements under the Securities Act in accordance with Rule
                  144 (or any successor thereto) ("Rule 144") under the
                  Securities Act.

                                      C-1

<PAGE>

         The Surrendered Securities are being transferred pursuant to and in
compliance with an exemption from the registration requirements of the
Securities Act (other than an exemption referred to above) and as a result of
which such Surrendered Securities will, upon such transfer, cease to be a
"restricted security" within the meaning of Rule 144 under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Surrendered Securities in the form of beneficial interests in a
global Debenture which is a "restricted security" within the meaning of Rule 144
under the Securities Act, then such transfer can only be made pursuant to Rule
144A under the Securities Act and such transferee must be a "qualified
institutional buyer" (as defined in Rule 144A).




Date:  __________________________             ________________________________
                                              Name of Transferor

                                      C-2

<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

                           OPTION TO ELECT REPURCHASE
                            [UPON A DESIGNATED EVENT]



To:  Actuant Corporation


/ /      The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Actuant Corporation (the "Company") of a
Optional Repurchase Date and requests and instructs the Company to redeem the
entire principal amount of this Debenture, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture referred to in this Debenture at the Optional Purchase
Price, including accrued interest, Contingent Interest, if any, and Liquidated
Damages, if any, up to, but excluding, such date, to the registered Holder
hereof.

/ /      The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from the Company as to the occurrence of a
Designated Event with respect to the Company and requests and instructs the
Company to redeem the entire principal amount of this Security, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Security at the
Designated Event Purchase Price, including accrued interest, Contingent
Interest, if any, and Liquidated Damages, if any, up to, but excluding, such
date, to the registered Holder hereof.

Dated:  ____________                    ____________________________________

                                        ------------------------------------
                                        Signature(s)

                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.

                                        ------------------------------------
                                        Signature Guaranty
Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

- -----------------------
NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      D-1

<PAGE>

                                                                       EXHIBIT E
                                                                       ---------


                FORM OF SUPPLEMENTAL INDENTURE TO ADD GUARANTORS
                ------------------------------------------------



                  This Supplemental Indenture, dated as of __________ (this
"Supplemental Indenture"), among [NAME OF FUTURE GUARANTOR] (the "New
Guarantor"), Actuant Corporation (together with its successors and assigns, the
"Company"), each other then existing Guarantor under the Indenture referred to
below (the "Guarantors"), and U.S. Bank National Association, as Trustee under
the Indenture referred to below.

                              W I T N E S S E T H:

                  WHEREAS, the Company, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of November 10, 2003
(as amended, supplemented, waived or otherwise modified, the "Indenture"),
providing for the issuance of an aggregate principal amount of up to
$150,000,000 of 2% Convertible Senior Subordinated Debentures due 2023 of the
Company;

                  WHEREAS, Section 7.10 of the Indenture provides that the
Company is required to cause certain Subsidiaries that are created or acquired
after the date of the Indenture to execute and deliver to the Trustee a
Supplemental Indenture pursuant to which such Subsidiary will fully and
unconditionally guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the Obligations of the Company under
the Securities and the Indenture on a senior subordinated basis, and the
performance of all other obligations of the Company to the Holders and the
Trustee all in accordance with the terms set forth in Article 13 of the
Indenture;

                  WHEREAS, pursuant to Section 12.1 of the Indenture, the
Trustee, the Company and the Guarantors are authorized to execute and deliver
this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;

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

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1 Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined, except that the term "Holders" in this
Subsidiary Guarantee shall refer to the term "Holders" as defined in the
Indenture and the Trustee acting on behalf or for the benefit of such holders.
The words "herein," "hereof" and "hereby" and other words of similar import used

                                       E-1

<PAGE>

in this Supplemental Indenture refer to this Supplemental Indenture as a whole
and not to any particular section hereof.

                                   ARTICLE II

                        AGREEMENT TO BE BOUND; GUARANTEE

                  Section 2.1 Agreement to be Bound. The New Guarantor hereby
becomes a party to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Guarantor
under the Indenture. The New Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Guarantor and to perform all of the
obligations and agreements of a Guarantor under the Indenture.

                  Section 2.2 Guarantee. The New Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Guarantor, to each Holder of the
Securities and the Trustee, the full and punctual payment when due, whether at
maturity, upon redemption or repurchase, by declaration of acceleration or
otherwise, of the obligations pursuant to Article 13 of the Indenture on basis
consistent with Article 14 of the Indenture and subject to the terms and
conditions of the Indenture.

                                   ARTICLE III

                                  MISCELLANEOUS

                  Section 3.1 Miscellaneous. All notices and other
communications to the New Guarantor shall be given as provided in the Indenture
to the New Guarantor, at its address set forth below, with a copy to the Company
as provided in the Indenture for notices to the Company.

                  Address of New Guarantor:

                  [Name of New Guarantor]
                  [Address of New Guarantor]
                  Attention: [              ]
                  Facsimile No.: [       ]

                  Section 3.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

                  Section 3.3 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

                                      E-2

<PAGE>

                  Section 3.4 Separability. In case any provision in this
Supplemental Indenture 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 3.5 Ratification of Indenture; Supplemental Indenture
Part of Indenture; Trustee's Disclaimer. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

                  Section 3.6 Multiple Counterparts. The parties hereto may sign
one or more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.

                  Section 3.7 Headings. The headings of the Articles and
Sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       E-3

<PAGE>

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

                                          [NEW GUARANTOR],
                                          as a Guarantor


                                          By:___________________________________
                                               Name:
                                               Title:


                                          ACTUANT CORPORATION


                                          By:___________________________________
                                               Name:
                                               Title:



                                          U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee


                                          By:___________________________________
                                                Name:
                                                Title:


                                          [EACH THEN EXISTING GUARANTOR]


                                          By:___________________________________
                                                Name:
                                                Title:

                                      E-4

<PAGE>

                                                                       EXHIBIT F
                                                                       ---------

                         [FORM OF SUBSIDIARY GUARANTEE]

                              SUBSIDIARY GUARANTEE


                  Each of the undersigned (the "Guarantors"), jointly and
severally unconditionally guarantee on a senior subordinated basis (such
guarantee by each Guarantor being referred to herein as the "Subsidiary
Guarantee") (i) the due and punctual payment of the principal of and interest,
Contingent Interest, if any, and Liquidated Damages, if any, on the Debentures,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Debentures, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms set forth in Article 13 of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Debentures or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, subject to any applicable grace period, by
acceleration or otherwise.

                  The obligations of each Guarantor to the Holders of Debentures
and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are
expressly set forth in Article 13 of the Indenture, and reference is hereby made
to such Indenture for the precise terms of the Subsidiary Guarantee therein
made.

                  No stockholder, officer, director, employee or incorporator,
as such, past, present or future, of each Guarantor shall have any liability
under the Subsidiary Guarantee by reason of his or its status as such
stockholder, officer, director, employee or incorporator.

                                      F-1

<PAGE>

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



                                            ACTUANT INVESTMENTS, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            APPLIED POWER INVESTMENTS II, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            CALTERM TAIWAN, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            COLUMBUS MANUFACTURING, LLC


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            ENGINEERED SOLUTIONS L.P.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

                                      F-2

<PAGE>

                                            GB TOOLS AND SUPPLIES, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            NEW ENGLAND CONTROLS, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            NIELSEN HARDWARE CORPORATION


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            VERSA TECHNOLOGIES, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            VT HOLDINGS II, INC.

                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

                                      F-3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>a65322_regrightsagt.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                  $125,000,000
                               ACTUANT CORPORATION
             2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023
                          REGISTRATION RIGHTS AGREEMENT



                                                               November 10, 2003
Wachovia Capital Markets, LLC
Goldman, Sachs & Co.
       c/o Wachovia Capital Markets, LLC
       One Wachovia Center
       301 South College Street
       Charlotte, North Carolina  28288-0604


Ladies and Gentlemen:

         Actuant Corporation, a Wisconsin corporation (the "Company"), proposes
to issue and sell to Wachovia Capital Markets, LLC and Goldman, Sachs & Co. (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement among
the Company and each of the subsidiaries of the Company as listed on Schedule A
hereto (each a "Guarantor" and, collectively, the "Guarantors" and, together
with the Company, the "Companies") and the Initial Purchasers dated as of
November 5, 2003 (the "Purchase Agreement"), $125,000,000 aggregate principal
amount, plus an option (the "Option") to purchase up to an additional
$25,000,000 aggregate principal amount, of its 2% Convertible Senior
Subordinated Debentures due 2023 (the "Debentures"). The Debentures will be
issued pursuant to an Indenture, dated as of November 10, 2003 (the
"Indenture"), among the Company, the Guarantors, as guarantors, and U.S. Bank
National Association, trustee (the "Trustee"). The obligations of the Company
under the Debentures and the Indenture will be fully and unconditionally
guaranteed (the "Guarantees" and, together with the Debentures, the
"Securities") on an unsecured, senior subordinated basis by the Guarantors
pursuant to the terms of the Indenture. The Securities will be convertible into
shares of Common Stock, at the conversion price set forth in the Indenture, as
adjusted from time to time pursuant to the terms of the Indenture (the shares of
Common Stock issuable upon conversion of the Securities, the "Underlying Common
Stock"). As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Companies agree with the Initial Purchasers, for the benefit of
(i) the Initial Purchasers as Initial Purchasers and (ii) the beneficial owners
(including the Initial Purchasers) from time to time of the Securities and of
the Underlying Common Stock (each of the foregoing, a "Holder", and,
collectively, the "Holders"), as follows:


<PAGE>

                  1. Shelf Registration and Certain Definitions.

                  (a) The Companies shall prepare and file with the Securities
and Exchange Commission (the "Commission") as soon as practicable but in no
event later than 90 days (such 90th day being a "Filing Deadline") after
November 10, 2003 (the "Closing Date"), a "shelf" registration statement on Form
S-3 or on another appropriate form (the "Initial Shelf Registration Statement"
and together with any Subsequent Shelf Registration Statement or New Shelf
Registration Statement (each as defined below), including, in each case, the
prospectus, amendments and supplements to such registration statements,
including post-effective amendments, all exhibits and all materials incorporated
by reference or deemed to be incorporated by reference in such registration
statements, are herein collectively referred to as the "Shelf Registration
Statement"), for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act") (the "Shelf Registration"), registering the resale from time to time by
Holders thereof (who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement) of all of the
Registrable Securities (as defined below) (the "Shelf Registration Statement").
The Shelf Registration Statement shall be on an appropriate form under the
Securities Act permitting registration of such Registrable Securities for resale
by such Holders from time to time in accordance with the methods of distribution
elected by the Holders of Registrable Securities and set forth in the Shelf
Registration Statement. The Companies shall use their reasonable best efforts to
cause the Initial Shelf Registration Statement to be declared effective under
the Securities Act as promptly as is practicable but in any event within 180
days after the Closing Date (the "Effectiveness Deadline Date"), provided that
if any Securities are issued upon exercise of the Option granted to the Initial
Purchasers in the Purchase Agreement, and the date or dates on which such
Securities are issued occurs after the Closing Date, the Companies will take
such reasonable steps, prior to the effective date of the Initial Shelf
Registration Statement, to ensure that such Securities issued upon exercise of
the Option and the Underlying Common Stock are included in the Shelf
Registration Statement on the same terms as the Securities, and the related
Underlying Common Stock, issued on the Closing Date. The Companies shall use
their reasonable best efforts to keep the Initial Shelf Registration Statement,
or any Subsequent Shelf Registration Statement, continuously effective under the
Securities Act to permit the prospectus, forming a part thereof, to be used
lawfully by the Holders of the Registrable Securities, until the earliest of (i)
the second anniversary of the date on which the Companies file the Shelf
Registration Statement (or for such longer period if extended pursuant to
Section 2(h) below), (ii) the date when all the Registrable Securities
registered under the Shelf Registration Statement have been sold pursuant
thereto or (iii) the date when all the Registrable Securities held by
non-affiliates (as defined in Rule 144 under the Securities Act) are eligible to
be sold to the public pursuant to Rule 144(k) under the Securities Act, or any
successor rule thereof (such period, the "Effectiveness Period"). The Companies
shall be deemed not to have used their reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if any of them
voluntarily take any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell such Registrable
Securities during that period, unless such action is required by applicable law.
At the time the Initial Shelf Registration Statement is declared effective, each
Holder of Registrable Securities who has provided the Company with a completed
Notice and Questionnaire (as defined below) pursuant to Section 1(d) shall be
named as a selling securityholder in the initial Shelf Registration Statement
and the related prospectus in such a manner as to permit such Holder to deliver
such prospectus to purchasers of Registrable Securities in accordance with
applicable law. Other than the Holders of Registrable Securities, none of the

                                       2

<PAGE>

securityholders of the Companies have the right to include securities of any of
the Companies' in the Shelf Registration Statement.

                  (b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder have been resold pursuant thereto or have
otherwise ceased to be Registrable Securities or otherwise as provided in
Section 1(d)), the Companies shall use their reasonable best efforts to obtain
the prompt withdrawal of any order suspending the effectiveness thereof, and in
any event shall within 30 days of such cessation of effectiveness amend the
Shelf Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement covering all of the securities that as
of the date of such filing are Registrable Securities (a "Subsequent Shelf
Registration Statement"). If a Subsequent Shelf Registration Statement is filed,
the Companies shall use their reasonable best efforts to cause the Subsequent
Shelf Registration Statement to become effective as promptly as is practicable
after such filing and to keep such Subsequent Shelf Registration Statement
continuously effective until the end of the Effectiveness Period.

                  (c) The Companies shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Companies for such Shelf
Registration Statement, if required by the Securities Act or, to the extent to
which the Companies do not reasonably object, as reasonably requested by (i) an
Initial Purchaser in the event that it is participating in the Shelf
Registration Statement or (ii) the Majority Holders.

                  (d) Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and the related prospectus, it will do so only in accordance with this
Section 1(d) and Section 2(g). Each Holder of Registrable Securities agrees that
if such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and the related prospectus, such Holder agrees to deliver
a Notice and Questionnaire to the Companies. At the time the Shelf Registration
Statement is declared effective, each Holder who has provided the Companies with
an appropriately completed Notice and Questionnaire (as defined below), on or
prior to the date five Business Days prior to such time of effectiveness, and
who holds Registrable Securities shall be named as a selling securityholder in
the Initial Shelf Registration Statement and the related prospectus in such a
manner as to permit such Holder to deliver such prospectus to purchasers of
Registrable Securities in accordance with applicable law. From and after the
date the Initial Shelf Registration Statement is declared effective, the
Companies shall, as promptly as practicable, and in any event no later than ten
Business Days after the date a completed Notice and Questionnaire and other
information as may have been reasonably requested by the Companies is delivered
to the Company, as required by applicable law, prepare and file with the
Commission a post-effective amendment to the Shelf Registration Statement or
prepare and file a supplement to the related prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
document required under the Securities Act or, if required by applicable law
upon advice of counsel, prepare and file a new Shelf Registration Statement
combining, pursuant to Rule 429 under the Securities Act (or any successor
rule), the information contained in the prospectus forming part of the existing
Shelf Registration Statement (which may be the Initial Shelf Registration

                                       3

<PAGE>

Statement or any Subsequent Shelf Registration Statement) and the prospectus
forming part of such new Shelf Registration Statement (for purposes of this
Section 1(d), this new Shelf Registration Statement is referred to as the "New
Shelf Registration Statement") so that the Holder of Registrable Securities that
has delivered such Notice and Questionnaire is named as a selling securityholder
in a Shelf Registration Statement and the related prospectus in such a manner as
to permit the Holder to deliver a prospectus relating to an effective
Registration Statement to purchasers of the Registrable Securities in accordance
with applicable law. If the Companies, upon the advice of counsel, file a
post-effective amendment to the Shelf Registration Statement or a New Shelf
Registration Statement, they shall use their reasonable best efforts to cause
such post-effective amendment or such New Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable, but
in any event by the date that is 60 days after the date any completed Notice and
Questionnaire is delivered to the Company (the "Amendment Effectiveness
Deadline"), provided that the Amendment Effectiveness Deadline shall be extended
by 10 Business Days from the expiration of a Deferral Period (as defined below)
if such Deferral Period is in effect on the Amendment Effectiveness Deadline;
provided, further, that if under applicable law the Companies have more than one
option as to the type or manner of making any such filing referred to in this
Section 1(d), it will make the required filing or filings of a type or in the
manner that is reasonably expected to result in the earliest availability of a
prospectus necessary for effecting resales of Registrable Securities. The
Companies shall also (i) provide any Notice Holder with copies of any documents
filed pursuant to this Section 1(d) and (ii) notify any Notice Holder as
promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment or such New Shelf Registration Statement filed pursuant
to this Section 1(d). If a Holder of Registrable Securities delivers a Notice
and Questionnaire during a Deferral Period, the Companies shall so inform the
Holder delivering such Notice and Questionnaire and shall take the actions set
forth above upon expiration of the Deferral Period. Notwithstanding anything
contained herein to the contrary, the Companies shall be under no obligation to
name any Holder that has not submitted a Notice and Questionnaire to the Company
as a selling securityholder in any Shelf Registration Statement or related
prospectus.

                  (e) Notwithstanding any other provisions of this Agreement to
the contrary, the Companies shall cause the Shelf Registration Statement and the
related prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement and as of the date of filing any
prospectus amendment or supplement, as applicable, (i) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission and (ii) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

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

                  "Applicable Conversion Price" as of any date of determination
         means the Conversion Price (as defined in the Indenture) in effect as
         of such date of determination or, if no Securities are then
         outstanding, the Conversion Price that would be in effect were
         Securities outstanding on such date.

                                       4

<PAGE>

                  "Business Day" has the meaning set forth in the Indenture.

                  "Common Stock" means the shares of Class A common stock, $0.20
         par value per share, of the Company and any other shares of common
         stock as may constitute Common Stock for purposes of the Indenture,
         including the Underlying Common Stock.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Majority Holders" means the Holders of Registrable Securities
         that hold a majority of the then outstanding aggregate principal amount
         of Securities registered under a Shelf Registration Statement, provided
         that holders of Underlying Common Stock shall, for purposes of this
         definition, be deemed to be holders of the aggregate principal amount
         of Securities from which such Common Stock was converted, and provided
         further that Securities or Underlying Common Stock which have been sold
         or otherwise transferred pursuant to the Shelf Registration Statement
         shall not be included in the calculation of Majority Holders.

                  "Notice and Questionnaire" means the Selling Securityholder
         Notice and Questionnaire substantially in the form of Exhibit A hereto.

                  "Notice Holder" means, on any date, any Holder that has
         delivered a fully completed and executed Notice and Questionnaire to
         the Company on or prior to such date and holds Registrable Securities
         as of such date.

                  "Registrable Securities" means the Securities, until such
         Securities have been converted into or exchanged for the Underlying
         Common Stock and, at all times subsequent to any such conversion or
         exchange, the Underlying Common Stock and any securities into or for
         which such Underlying Common Stock have been converted or exchanged,
         and any security issued with respect thereto upon any stock dividend,
         split or similar event until, in the case of any such security, (A) the
         earliest of (i) its effective registration under the Securities Act and
         resale in accordance with the Shelf Registration Statement covering it,
         (ii) expiration of the holding period that would be applicable thereto
         under Rule 144(k) under the Securities Act were it not held by an
         "affiliate" (as defined in Rule 144 under the Securities Act or any
         successor rule thereof) of any of the Companies and (iii) its sale to
         the public pursuant to Rule 144, and (B) as a result of the event or
         circumstance described in any of the foregoing clauses (i) through
         (iii), the legends with respect to transfer restrictions required under
         the Indenture are removed or removable in accordance with the terms of
         the Indenture or such legend, as the case may be.

                  2. Registration Procedures. In connection with the Shelf
Registration contemplated by Section 1 hereof, the following provisions shall
apply:

                  (a) The Companies shall (i) furnish to the Initial Purchasers
any Shelf Registration Statement and each amendment thereof and the related
prospectus, and each amendment or supplement thereto and the Companies shall use
all commercially reasonable efforts to reflect in the Shelf Registration
Statement, when so filed with the Commission, such comments as the Initial

                                       5

<PAGE>

Purchasers reasonably may propose within a reasonable period of time and (ii) as
required under the Securities Act, include information from the Notice and
Questionnaire regarding the Notice Holders who propose to sell Registrable
Securities, and the methods of distribution they have elected for their
Registrable Securities, pursuant to the Shelf Registration Statement as selling
securityholders.

                  (b) The Companies, as promptly as reasonably practicable (but
in any event within two Business Days), shall give written notice to the Initial
Purchasers and the Holders (which notice pursuant to clauses (ii) through (v)
hereof shall be accompanied by an instruction to suspend the use of the
prospectus related to any Shelf Registration Statement until the requisite
changes have been made):

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

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

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Shelf Registration Statement or any
         order preventing or suspending the use of any prospectus included
         therein or the initiation or threat of any proceedings for that
         purpose;

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

                  (v) of the happening of any event that requires the Companies
         to make changes in the Shelf Registration Statement or the prospectus
         so that, as of such date, neither the Shelf Registration Statement nor
         the related prospectus contains an untrue statement of a material fact
         nor omit to state a material fact required to be stated therein or
         necessary to make the statements therein (in the case of the related
         prospectus, in light of the circumstances under which they were made)
         not misleading.

                  (c) The Companies shall use its reasonable best efforts to
obtain the withdrawal, within the time period set forth in Section 1(b), of (i)
any order suspending the effectiveness of the Shelf Registration Statement, (ii)
any order preventing or suspending the use of a prospectus or (iii) the lifting
of any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for offer or sale in any jurisdiction.

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

                                       6

<PAGE>

                  (e) The Companies shall, during the Effectiveness Period,
deliver to the Initial Purchasers and to each Holder of Registrable Securities
included within the coverage of the Shelf Registration (including any sales or
placement agent acting on their behalf), without charge, as many copies of the
prospectus (including each preliminary prospectus, if any) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request. The Companies consent, subject to the provisions of this
Agreement, to the use of such prospectus or any amendment or supplement thereto
by each of the selling Holders of the Registrable Securities in connection with
the offering and sale of the Registrable Securities covered by the prospectus,
or any amendment or supplement thereto, included in the Shelf Registration
Statement.

                  (f) Prior to any public offering of the Registrable Securities
pursuant to any Shelf Registration Statement the Companies shall register or
qualify or cooperate with the Holders of the Registrable Securities included
therein and their respective counsel in connection with the registration or
qualification (or exemption from qualification) of the Registrable Securities
for offer and sale under the securities or "blue sky" laws of such jurisdictions
within the United States as any Holder of Registrable Securities reasonably
requests in writing, shall maintain such qualification in effect so long as
Registrable Securities are outstanding and do any and all other acts or things
necessary or advisable to enable the offer and sale in such jurisdictions of the
Registrable Securities covered by such Shelf Registration Statement; provided,
however, that none of the Companies shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or
to taxation in excess of a nominal amount in any jurisdiction where it is not
then so subject.

                  (g) Upon the occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 2(b) above, the Companies shall promptly
prepare and file with the Commission a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the related prospectus
or file with the Commission any such other required document, as the case may
be, so that, as thereafter delivered to Holders or purchasers of Registrable
Securities, the Shelf Registration Statement and the related prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
(in the case of the related prospectus, in light of the circumstances under
which they were made) not misleading. If the Companies notify the Initial
Purchasers and the Holders of Registrable Securities in accordance with
paragraphs (ii) through (v) of Section 2(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then
the Initial Purchasers and the Holders of Registrable Securities shall suspend
use of such prospectus (such period during which the availability of the Shelf
Registration Statement and any related prospectus is suspended being a "Deferral
Period"), and the period of effectiveness of the Shelf Registration Statement
provided for in Section 1(a) above shall each be extended by the number of days
from and including the date of the giving of such notice to and including the
date when the Initial Purchasers and the Holders of Registrable Securities shall
have received such amended or supplemented prospectus pursuant to this Section
2(g). The Companies will use their reasonable best efforts to ensure that the
use of the prospectus related to an effective Shelf Registration Statement may
be resumed as promptly as is practicable. The Companies shall be entitled to
exercise their right under this Section 2(g) to suspend the availability of the
Shelf Registration Statement or any related prospectus, without incurring or

                                       7

<PAGE>

accruing any obligation to pay Liquidated Damages pursuant to Section 5(a), for
one or more periods not to exceed 30 days (or 60 days if a previously
undisclosed proposed or pending material business transaction would be required
to be disclosed in the Shelf Registration Statement and the prospectus contained
therein) in any 3-month period and not to exceed, in the aggregate, 90 days in
any 12-month period.

                  (h) Prior to the effective date of the Initial Shelf
Registration Statement, the Companies will provide (i) the Holders a CUSIP
number for the Registrable Securities and (ii) the Trustee with global
certificates for the Securities in a form eligible for deposit with The
Depository Trust Company.

                  (i) The Companies shall prepare and file with the Commission
such amendments and post-effective amendments to each Shelf Registration
Statement as may be necessary to keep such Shelf Registration Statement
continuously effective for the applicable period specified in Section 1(a) and
shall cause the related prospectus to be supplemented by any required prospectus
supplement to be filed pursuant to Rule 424 under the Securities Act (or any
similar provisions then in force).

                  (j) The Companies will comply with all rules and regulations
of the Commission to the extent and so long as they are applicable to the Shelf
Registration Statement and will make generally available to its securityholders
an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 under the Securities Act, no later than 45 days
after the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first day of the Company's first fiscal quarter commencing
after the effective date of the Shelf Registration Statement or each
post-effective amendment to any Shelf Registration, which statement shall cover
such 12-month period.

                  (k) The Companies shall cause the Indenture to be qualified
under the Trust Indenture Act of 1939, as amended, not later than the effective
date of the Initial Shelf Registration Statement containing such changes, if
any, as shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Companies shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.

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

                  (m) The Companies shall enter into such customary agreements
and take all such other action as any Holder shall reasonably request in order
to facilitate the disposition of the Registrable Securities pursuant to any
Shelf Registration Statement.

                                       8

<PAGE>

                  (n) The Companies shall (i) make available, at reasonable
times and in a reasonable manner, for inspection by the Notice Holders, any
underwriter participating in any disposition pursuant to a Shelf Registration
Statement and any attorney, accountant or other agent retained by the Notice
Holders or any such underwriter, all relevant financial and other records,
pertinent corporate documents and properties of the Companies and (ii) cause the
officers, directors, employees, accountants, attorneys and auditors of the
Companies to supply all relevant information reasonably requested by the Notice
Holders or any such underwriter, attorney, accountant or agent in connection
with the Shelf Registration Statement prior to its effectiveness, in each case,
as shall be reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that (i) the foregoing inspection and information gathering shall be
coordinated on behalf of the Notice Holders and other parties, by one counsel
designated by and on behalf of the Majority Holders and (ii) the Companies shall
have no obligation to provide any information to any person that has not entered
into an agreement in form reasonably satisfactory to the Company, providing that
such person shall keep such information confidential and use such information
only for due diligence purposes in connection with the Registration Statement.

                  (o) The Companies will use their reasonable best efforts to
cooperate and assist in, and provide such information as is required for, any
filings required to be made with the National Association of Securities Dealers,
Inc.

                  (p) The Companies shall use their reasonable best efforts to
take all other steps necessary to effect the registration of the Registrable
Securities covered by a Shelf Registration Statement contemplated hereby.

                  (q) The Companies shall as promptly as practicable (if
reasonably requested by any Notice Holder), incorporate in a prospectus
supplement or post-effective amendment to the Shelf Registration Statement such
information as such Notice Holder shall determine to be required to be included
therein and make any required filings of such prospectus supplement or such
post-effective amendment; provided that the Companies shall not be required to
take any actions under this Section 2(q) that are not, in the reasonable opinion
of counsel for the Companies, required by applicable law or regulation.

                  (r) The Companies shall cause the Underlying Common Stock to
be reserved for issuance on the New York Stock Exchange.

                  3. Registration Expenses.

                  (a) All expenses incident to the Companies' performance of and
compliance with this Agreement will be borne by the Companies, regardless of
whether a Shelf Registration Statement is ever filed or becomes effective,
including without limitation:

                  (i) all registration and filing fees and expenses;

                  (ii) all fees and expenses of compliance with federal
         securities and state "blue sky" or securities laws;

                  (iii) all expenses of printing, messenger and delivery
         services and telephone;

                                       9

<PAGE>

                  (iv) all fees and disbursements of counsel for the Companies;

                  (v) all application and filing fees in connection with listing
         the Underlying Common Stock on the New York Stock Exchange; and

                  (vi) all fees and disbursements of independent certified
         public accountants of the Companies.

                  (b) The Companies will bear their internal expenses
(including, without limitation, all salaries and expenses of their respective
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any person, including special
experts, retained by the Companies.

                  (c) In connection with any Shelf Registration Statement
required by this Agreement, the Companies will bear or reimburse the Notice
Holders for the reasonable fees and disbursements of one firm of legal counsel,
which shall initially be Sidley Austin Brown & Wood LLP, but which may, with the
written consent of the Initial Purchasers (which consent shall not be
unreasonably withheld), be another nationally recognized law firm experienced in
securities law matters designated by the Companies.

                  4. Indemnification.

                  (a) The Companies, jointly and severally, agree to indemnify
and hold harmless (i) the Initial Purchasers, (ii) each other Holder, (iii) each
person, if any, who controls (within the meaning of Section 15 or Section 20 of
the Exchange Act) the Initial Purchasers or such Holder, (iv) the respective
officers, directors, employees, partners, representatives and agents of the
persons referred to in clause (i), (ii) or (iii) (any person referred to in
clause (i), (ii), (iii) or (iv) is collectively referred to for purposes of this
Section 4 as a "Holder Indemnified Party") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Registrable Securities) to which
each Holder Indemnified Party may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, other federal, state or
local law or regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of, or are based upon, any
untrue statement or alleged untrue statement of a material fact contained in a
Shelf Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating thereto, or arise out of, or
are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse, as incurred, the Holder Indemnified Parties
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Companies shall not be liable
in any such case to the extent that such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in the Shelf Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Shelf Registration in reliance upon and in conformity
with written information pertaining to a Holder and furnished to the Companies
by or on behalf of such Holder specifically for inclusion therein and (ii) the

                                       10

<PAGE>

Companies shall not be liable to any Holder Indemnified Party with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus relating to a Shelf Registration to the extent that
any such loss, claim, damage or liability of such Holder Indemnified Party
results from the fact that such Holder Indemnified Party sold Registrable
Securities to a person as to whom it shall be established that there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the final prospectus relating to such Shelf Registration Statement in any case
where such delivery is required by the Securities Act.

                  (b) Each Holder of Registrable Securities, severally and not
jointly, will indemnify and hold harmless the Companies and their respective
officers, directors, employees, representatives and agents and each person, if
any, who controls the Company or any Guarantor within the meaning of Section 15
or Section 20 of the Exchange Act (collectively referred to for purposes of this
Section 4 as the "Company Indemnified Party") from and against any losses,
claims, damages or liabilities, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or Prospectus, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Shelf Registration Statement or Prospectus
or any such amendment or supplement in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and will reimburse
the Company and the Guarantors for any legal or other expenses reasonably
incurred by the Company and the Guarantors in connection with investigating or
defending any such action or claim as such expenses are incurred; and, subject
to the limitation set forth immediately preceding this clause, shall reimburse,
as incurred, the Company Indemnified Party for any legal or other expenses
reasonably incurred by such Company Indemnified Party in connection with
investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company Indemnified Party.

                  (c) Promptly after receipt by an indemnified party under this
Section 4 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 4, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve the indemnifying party from any liability which it may have to any
indemnified party under paragraph (a) or (b) above. In case any such action is
brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 4 for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such

                                       11

<PAGE>

indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect any settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

                  (d) If the indemnification provided for in this Section 4 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities, or actions in respect thereof: (i) in
such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party or parties or (ii) if the allocation provided for in the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Companies on the one hand
or a Holder, on the other, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
Notwithstanding any other provision of this Section 4(d), the Holders of
Registrable Securities shall not be required to contribute any amount in excess
of the amount by which the net proceeds received by such Holders from the sale
of the Registrable Securities pursuant to a Shelf Registration Statement exceeds
the amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this subsection (d), each person, if any, who controls such Holder
Indemnified Party within the meaning of Section 15 or Section 20 of the Exchange
Act shall have the same rights to contribution as such Holder Indemnified Party
and each person, if any, who controls the Companies within the meaning of
Section 15 or Section 20 of the Exchange Act shall have the same rights to
contribution as the Companies.

                  (e) The agreements contained in this Section 4 shall survive
the sale of the Registrable Securities pursuant to a Shelf Registration
Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any indemnified party.

                                       12

<PAGE>

                  5. Liquidated Damages Under Certain Circumstances.

                  (a) The Companies and the Initial Purchasers agree that the
Holders of Registrable Securities will suffer damages if the Companies fail to
fulfill their obligations herein. Accordingly, liquidated damages (the
"Liquidated Damages") with respect to the Registrable Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

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

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

                  (iii) the Companies have failed to perform their obligations
         set forth in Section 1(d) within the time period required therein; or

                  (iv) any Shelf Registration Statement required by this
         Agreement has been declared effective by the Commission but (A) such
         Shelf Registration Statement ceases to be effective (without being
         succeeded immediately by an additional Shelf-Registration Statement
         filed and declared effective) or (B) the Shelf Registration Statement
         and the related prospectus ceases to be useable in connection with
         resales of Registrable Securities during periods specified herein
         (other than during a Deferral Period) and the Companies do not cure the
         default and make the Shelf Registration Statement and the prospectus
         useable within ten Business Days or, if applicable, the Companies do
         not terminate the Deferral Period within the time provided for in the
         last sentence of Section 2(h).

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

                  (b) Liquidated Damages shall accrue on the Registrable
Securities over and above the interest set forth in the title of the Registrable
Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at a rate of 0.50% per annum (the "Liquidated Damages Rate") of
the aggregate principal amount of the Securities that are Registrable
Securities. In the case of Securities that have been converted into or exchanged
for Underlying Common Stock, during the occurrence of a Registration Default,
Liquidated Damages shall not be paid to the Holders, but upon conversion such
Holder shall receive the numbers of shares of Underlying Common Stock equal to
the product of (i) the shares that such Holder would have received based upon
the Applicable Conversion Rate absent a Registration Default and (ii) 1.03. In
the case of Securities that have been converted into or exchanged for Underlying
Common Stock, prior to the occurrence of a Registration Default, such Holder
shall not be entitled to Liquidated Damages or additional shares of Underlying
Common Stock. In the case of Liquidated Damages accruing solely as a result of a
Registration Default of the type described in Section 5(a)(iii), such Liquidated
Damages shall be paid only to the Notice Holders that caused the Companies to
incur the obligations set forth in Section 1(d) the non-performance of which is
the basis of such Registration Default. Any Liquidated Damages accrued with

                                       13

<PAGE>

respect to any principal amount of Securities called for redemption on a
redemption date or converted into Underlying Common Stock on a conversion date
prior to the interest payment date with respect to such Securities under the
Indenture, shall, in any such event, be paid instead to the Holder who submitted
such Securities for redemption or conversion on the applicable redemption date
or conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). Notwithstanding the foregoing, no
Liquidated Damages shall accrue as to any Registrable Security from and after
the earlier of (x) the date such security is no longer a Registrable Security
and (y) the expiration of the Effectiveness Period. The rate of accrual of the
Liquidated Damages with respect to any period shall not exceed the rate provided
for in this paragraph notwithstanding the occurrence of multiple concurrent
Registration Defaults. Following the cure of all Registration Defaults requiring
the payment by the Companies of Liquidated Damages to the Holders of Registrable
Securities pursuant to this Section 5, the accrual of Liquidated Damages will
cease (without in any way limiting the effect of any subsequent Registration
Default requiring the payment of Liquidated Damages by the Companies).

                  (c) The Trustee shall be entitled, on behalf of Holders of
Registrable Securities, to seek any available remedy for the enforcement of this
Agreement, including for the payment of any Liquidated Damages.

                  (d) All of the Companies' obligations set forth in this
Section 5 that are outstanding with respect to any Registrable Security at the
time such security ceases to be a Registrable Security shall survive until such
time as all such obligations with respect to such security have been satisfied
in full.

                  (e) The parties hereto agree that the Liquidated Damages
provided for in this Section 5 constitutes a reasonable estimate of the damages
that may be incurred by Holders of Registrable Securities by reason of the
failure of the Shelf Registration Statement to be filed or declared effective or
available for effecting resales of Registrable Securities in accordance with the
provisions hereof.

                  (f) Any amounts of Liquidated Damages due pursuant to Section
5(a) will be payable in cash on the regular interest payment dates with respect
to the Registrable Securities. The amount of Liquidated Damages will be
determined by multiplying the applicable Liquidated Damages Rate by the
principal amount of the Registrable Securities or the Applicable Conversion
Price of the Registrable Securities, as applicable, and further multiplied by a
fraction, the numerator of which is the number of days such Liquidated Damages
Rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.
The Registrable Securities entitled to payment of Liquidated Damages shall be
determined as of the Business Day immediately preceding the next regular
interest payment date with respect to the Registrable Securities.

                  6. Rules 144 and 144A. The Companies shall use their
reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner. If at any time the
Companies are not required to file such reports, they will, upon the request of
any Holder or beneficial owner of Registrable Securities, make available such

                                       14

<PAGE>

other information required by Rule 144(d)(4) under the Securities Act necessary
to permit sales of their securities pursuant to Rule 144A. The Companies
covenant that they will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Companies will provide a copy of this
Agreement to prospective purchasers of Securities identified to the Companies by
the Initial Purchasers upon request. Upon the request of any Holder of
Securities, the Companies shall deliver to such Holder a written statement as to
whether it has complied with such filing requirements. Notwithstanding the
foregoing, nothing in this Section 6 shall be deemed to require the Companies to
register any of its securities pursuant to the Exchange Act.

                  7. Underwritten Registrations.

                  (a) If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by the Majority Holders whose Registrable Securities are to be
included in such offering, provided, however, that such underwriters shall be
reasonably satisfactory to the Company and the Companies shall not be
responsible for or pay for any of the fees, expenses and commissions provided to
such underwriters.

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

                  8. Miscellaneous.

                  (a) Holders Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to any Shelf
Registration Statement or to receive a prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 1(d) hereof and the information set forth in the next
sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the prospectus delivered
by such Holder in connection with such disposition, that such prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that such
prospectus does not as of the time of such sale omit to state any material fact
relating to or provided by such Holder or its plan of distribution necessary to

                                       15

<PAGE>

make the statements in such prospectus, in the light of the circumstances under
which they were made, not misleading.

                  (b) Remedies. The Companies acknowledge and agree that any
failure by the Companies to comply with its obligations under Section 1 and 2
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Companies' obligations under
Sections 1 and 2 hereof. The Companies further agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.

                  (c) No Inconsistent Agreements. The Companies will not on or
after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Each of the
Companies represent and warrant that the rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights granted
to the holders of the securities of any of the Companies under any agreement in
effect on the date hereof.

                  (d) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, except by the Companies
and the written consent of the Majority Holders affected by such amendment,
modification, supplement, waiver or consents, provided, however, with respect to
any matter that directly or indirectly affects the rights of the Initial
Purchasers, the Companies shall obtain the written consent of the Initial
Purchasers against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Registrable Securities are being sold pursuant to a Shelf Registration Statement
and that does not directly or indirectly affect the rights of other Holders may
be given by the Majority Holders, determined on the basis of the Registrable
Securities being sold rather than registered under such Shelf Registration
Statement or owned.

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

                  (1) if to a Holder of the Registrable Securities, at the most
         current address of such Holder maintained by the registrar under the
         Indenture or the Company's registrar and transfer agent of the Common
         Stock or, in the case of a Notice Holder, the address set forth in such
         Holder's Notice and Questionnaire;

                                       16

<PAGE>

                  (2) if to the Initial Purchasers:

                           Wachovia Capital Markets, LLC
                           53 Forest Avenue
                           Old Greenwich, CT 06870
                           Fax No.: (203) 698-2368
                           Attention: Martin Alvarez

                  with a copy to:

                           Sidley Austin Brown & Wood LLP
                           555 California Street
                           San Francisco, CA 94104
                           Fax No.:  415-397-4621
                           Attention:  Eric S. Haueter

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

                           Actuant Corporation
                           6100 North Baker Road
                           Milwaukee, WI 53209
                           Fax No.:  (414) 247-5550
                           Attention:  Andrew G. Lampereur

                  with a copy to:

                           McDermott, Will & Emery
                           227 West Monroe
                           Suite 300
                           Chicago, IL 60606-5096
                           Fax No.:  312-984-3408
                           Attention:  Helen R. Friedli, P.C.

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

                  (f) Third-Party Beneficiaries. The Holders shall be
third-party beneficiaries to the agreements made hereunder between the
Companies, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.

                  (g) Successors and Assigns. This Agreement shall be binding
upon the Companies and its successors and assigns.

                  (h) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of

                                       17

<PAGE>

which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

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

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

                  (l) Securities Held by the Companies. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Registrable
Securities is required hereunder, Registrable Securities held by the Companies
or their affiliates (as such term is defined in Rule 405 under the Securities
Act), other than subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Registrable Securities, shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

                                       18

<PAGE>

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


                                            Very truly yours,


                                            ACTUANT CORPORATION


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              ACTUANT INVESTMENTS, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              APPLIED POWER INVESTMENTS II, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              CALTERM TAIWAN, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              COLUMBUS MANUFACTURING, LLC


                                              By _______________________________
                                                  Name:
                                                  Title:

<PAGE>

                                              ENGINEERED SOLUTIONS L.P.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              GB TOOLS AND SUPPLIES, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              NEW ENGLAND CONTROLS, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              NIELSEN HARDWARE CORPORATION


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              VERSA TECHNOLOGIES, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:


                                              VT HOLDINGS II, INC.


                                              By _______________________________
                                                  Name:
                                                  Title:

<PAGE>

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

WACHOVIA CAPITAL MARKETS, LLC

By ___________________________
     Name:
     Title:

<PAGE>

                                                                      SCHEDULE A
                                                                      ----------

                                   Guarantors
                                   ----------

ACTUANT INVESTMENTS, INC.
APPLIED POWER INVESTMENTS II, INC.
CALTERM TAIWAN, INC.
COLUMBUS MANUFACTURING, LLC
ENGINEERED SOLUTIONS L.P.
GB TOOLS AND SUPPLIES, INC.
NEW ENGLAND CONTROLS, INC.
NIELSEN HARDWARE CORPORATION
VERSA TECHNOLOGIES, INC.
VT HOLDINGS II, INC.

To include each such subsidiary of the Company that becomes a Guarantor after
the date hereof pursuant to the terms of the Indenture.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>a65322_s3a1feb27x5.txt
<DESCRIPTION>MWE OPINION
<TEXT>
                                                                       Exhibit 5


                                     A Partnership Including    Boston
                                     Professional Corporations  Chicago
                                     227 West Monroe Street     London
                                     Chicago, IL  60606-5096    Los Angeles
                                     312-372-2000               Miami
                                     Facsimile 312- 984-7700    Moscow
                                     http://www.mwe.com         Orange County
                                                                New York
                                                                Silicon Valley
                                                                Vilnius
                                                                Washington, D.C.
        MCDERMOTT, WILL & EMERY

                                     February 27, 2004





Actuant Corporation
6100 North Baker Road
Milwaukee, WI  53209



         Re:      Actuant Corporation Registration Statement on Form S-3
                  ------------------------------------------------------

Ladies and Gentlemen:

         This opinion is furnished to you in connection with the registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration of $150,000,000 aggregate principal amount of 2%
Convertible Senior Subordinated Debentures due 2023 (the "Debentures") of
Actuant Corporation, a Wisconsin corporation (the "Company"), which are
convertible into shares of the Company's common stock, $0.20 par value per share
(the "Common Stock"). The Debentures are guaranteed by certain subsidiaries of
the Company identified on Exhibit A hereto (the "Guarantees"). The Debentures
were issued under an Indenture dated as of November, 2004 (the "Indenture")
between the Company and U.S. Bank National Association, as trustee.

                  We have examined the Registration Statement, the Indenture,
the registration rights agreement referenced in the Registration Statement, the
forms of the Debentures and Guarantees, and other documents we have deemed
necessary to enable us to express the opinion set forth below. In addition, we
have examined and relied, to the extent we deemed proper, on certificates of
officers of the Company as to factual matters, and on originals or copies
certified or otherwise identified to our satisfaction, of all corporate records
of the Company, instruments and certificates of public officials and other
persons that we deemed appropriate. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to

<PAGE>

the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons. In addition, we have assumed that each of the Guarantees has
been duly authorized by all necessary corporate action, and has been validly
executed and delivered, by the subsidiary granting the Guarantee.

         We express no opinion as to the applicability of, compliance with or
effect of, the law of any jurisdiction other than the federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware.

         Based upon and subject to and limited by the foregoing, we are of the
opinion that:

         1.       The Debentures are valid and legally binding obligations of
                  the Company, except that the enforceability thereof may be
                  limited by or subject to bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other similar
                  laws now or hereafter existing which affect the rights and
                  remedies of creditors generally and equitable principles of
                  general applicability.

         2.       The Guarantees are valid and legally binding obligations of
                  the subsidiary of the Company granting such Guarantee, except
                  that the enforceability thereof may be limited by or subject
                  to bankruptcy, reorganization, insolvency, fraudulent
                  conveyance, moratorium or other similar laws now or hereafter
                  existing which affect the rights and remedies of creditors
                  generally and equitable principles of general applicability.

         We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission thereunder.


                                            Very truly yours,


                                            /s/ McDermott, Will and Emery

<PAGE>

                                    EXHIBIT A


                                   GUARANTORS
                                   ----------

- --------------------------------------------------------------------------------
Applied Power Investments II, Inc...
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Engineered Solutions L.P.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
GB Tools and Supplies, Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Versa Technologies, Inc.
- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>6
<FILENAME>a65322_opinion.txt
<DESCRIPTION>QUARLES & BRADY OPINION
<TEXT>
                        [QUARLES & BRADY LLP LETTERHEAD]



                                               February 27, 2004


Actuant Corporation
6100 N. Baker Road
Milwaukee, WI  53209

Re:      Actuant Corporation
         2% Convertible Senior Subordinated Debentures due 2023

Ladies and Gentlemen:

         We have acted as special Wisconsin counsel to Actuant Corporation, a
Wisconsin corporation (the "Company"), in connection with the registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration of $150,000,000 aggregate principal amount of 2%
Convertible Senior Subordinated Debentures due 2023 (the "Debentures" or the
"Securities") of the Company, which are convertible into shares of the Company's
common stock, $0.20 par value per share (the "Common Stock"). The Debentures are
guaranteed by certain subsidiaries of the Company (the "Guarantees") identified
on Exhibit II to the Purchase Agreement, dated November 5, 2003 ("Purchase
Agreement"). The Debentures were issued under an Indenture dated as of November
10, 2003 (the "Indenture") between the Company and U.S. Bank National
Association, as trustee. Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Purchase Agreement.

         In rendering this opinion, we have examined and relied as to factual
matters upon certain certificates, questionnaires, and other documents prepared
and executed by officers of the Company and of GB Tools and Supplies, Inc., a
Wisconsin corporation ("GB Tools"), and Columbus Manufacturing, LLC, a Wisconsin
limited liability company ("Columbus"), each a subsidiary of the Company and a
Guarantor, and upon originals or copies, certified or otherwise, identified to
our satisfaction, of such records, documents, certificates, and other
instruments, including, but not limited to, the articles of incorporation and
bylaws of each of the Company and GB Tools, the Operating Agreement and Articles
of Organization of Columbus, and certain minutes of the proceedings of the
boards of directors and committees and shareholders and members of the Company,
GB Tools and Columbus, and have made such other investigations and reviewed such
other documents, as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below. In addition, we have reviewed executed
copies of the Purchase Agreement, the Indenture and the Registration Rights
Agreement (collectively, the "Transaction Documents"), a copy of the executed

<PAGE>

Actuant Corporation
February 27, 2004
Page 2


certificate representing the Securities, together with an executed copy of the
Guarantees endorsed on such certificate, and the Offering Memorandum.

         In all such examinations, we have assumed: (i) the genuineness of each
signature on all documents that we have examined; (ii) the completeness and
authenticity of each document submitted to us; (iii) the conformity to the
original of each document submitted to us as a copy; and (iv) the absence of any
fraud in connection with any of the transactions contemplated by the Transaction
Documents.

         In rendering the opinions expressed below, we relied, as noted above,
upon certificates, questionnaires and other documents of the Company, GB Tools
and Columbus given by certain of their respective officers as to certain factual
matters and on certificates of public officials. We believe that we are
justified in relying upon such certificates, questionnaires and other documents.

         The opinions set forth herein are based upon the laws of the State of
Wisconsin and no opinion is expressed as to the laws of any other jurisdiction.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The Company is validly existing, and is in active status under the
laws of the State of Wisconsin. As of January 1, 1991, the State of Wisconsin no
longer recognizes the concept of "good standing" for corporations. We have
received a certificate of status from the Wisconsin Department of Financial
Institutions for the Company which is conclusive evidence of its existence.

         2. Each of GB Tools and Columbus is validly existing as a corporation
or limited liability company, as the case may be, and is in active status under
the laws of the State of Wisconsin.

         3. The Securities have been duly authorized and issued by the Company
and constitute valid and binding obligations of the Company and the Guarantees
have been duly authorized and issued by GB Tools and Columbus, respectively, and
constitute valid and binding obligations of GB Tools and Columbus, respectively,
subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether considered in a proceeding at law or in equity), and (c)
the qualification that the remedy of specific performance and injunctive or
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding may be brought.

         4. The Common Stock which may from time to time be issued upon
conversion of the Securities, when issued in accordance with the provisions of
the Securities and the Indenture, will be validly issued, fully paid and
nonassessable, subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation

<PAGE>

Actuant Corporation
February 27, 2004
Page 3


Law, as judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.

         This opinion deals only with the specific legal issues that it
explicitly addresses and no opinions shall be implied as to matters not so
addressed.

         This opinion is given as of the date hereof, it is intended to apply
only to those facts and circumstances which exist as of the date hereof, and we
assume no obligation or responsibility to update or supplement this opinion to
reflect any facts or circumstances which may hereafter come to our attention,
any changes in laws which may hereafter occur, or to inform the addressee of any
change in circumstances occurring after the date of this opinion which would
alter the opinions rendered herein.

         This opinion letter is intended solely for your benefit and it may not
be relied upon, referred to or otherwise used by any other person or entity
without our express written consent. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the transactions
contemplated by the Transaction Documents, and may not be used or relied upon by
you or any other person or entity for any other purpose whatsoever without in
each instance our prior written consent.

         Members of this firm providing services to the Company own Common Stock
in the Company.

         We consent to the filing of this opinion as an exhibit to this
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus constituting a part thereof. In giving our consent,
we do not admit that we are "experts" within the meaning of Section 11 of the
Act, or that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.

                                            Very truly yours,

                                            /s/ Quarles & Brady LLP

                                            QUARLES & BRADY LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>a65322_x121.txt
<DESCRIPTION>COMPUTATION OR RATIOS
<TEXT>
                                  EXHIBIT 12.1


<TABLE>
<CAPTION>

                                                            QUARTER
                                                             ENDED                   YEARS ENDED AUGUST 31,
                                                            NOVEMBER    -----------------------------------------------------
                                                            30, 2003      2003       2002       2001       2000       1999
                                                            --------      ----       ----       ----       ----       ----
<S>                                                         <C>         <C>        <C>        <C>        <C>        <C>
Pretax income from continuing operations, as reported       $    809    $ 45,117   $ 22,910   $ 40,772   $ 47,533   $ 57,410

Adjustments:
  Fixed charges                                                4,603      22,249     34,022     50,176     38,488     42,051
  Reclassify loss on early extinguishment of                                                              (24,600)
    debt out of extraordinary
                                                            -----------------------------------------------------------------
Pretax income from continuing operations, as adjusted          5,412      67,366     56,932     90,948     61,421     99,461



Fixed charges:
  Interest expense, net                                        4,391      21,430     32,723     49,199     37,670     41,181
  Interest income                                                 27         145        726        448        158         36
  Interest component of rent expense                             185         674        573        529        660        834
                                                            -----------------------------------------------------------------
                                                               4,603      22,249     34,022     50,176     38,488     42,051

EARNINGS TO FIXED CHARGES RATIO                                  1.2         3.0        1.7        1.8        1.6        2.4

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>a65322_consent.txt
<DESCRIPTION>ACCOUNTANT'S CONSENT
<TEXT>










                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated September 26, 2003, except as to the
stock split discussed in Note 17, for which the date is October 21, 2003
relating to the financial statements, which appears in Actuant Corporation's
Annual Report on Form 10-K/A for the year ended August 31, 2003. We also consent
to the incorporation by reference of our report dated September 26, 2003
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K/A. We also consent to the reference to us under the heading
of "Experts" in such Registration Statement.





PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 26, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>9
<FILENAME>a65322_t1.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY
<TEXT>
 ===============================================================================

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- ---------------------------------------- ---------------------------------------
            800 Nicollet Mall
         Minneapolis, Minnesota                            55402
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices)                 (Zip Code)
- ---------------------------------------- ---------------------------------------

                                Richard Prokosch
                         U.S. Bank National Association
                              60 Livingston Avenue
                               St. Paul, MN 55107
                                 (651) 495-3918
            (Name, address and telephone number of agent for service)

                               Actuant Corporation
                     (Issuer with respect to the Securities)

- ---------------------------------------- ---------------------------------------
               Wisconsin                               36-0168610
- ---------------------------------------- ---------------------------------------
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)
- ---------------------------------------- ---------------------------------------

- ---------------------------------------- ---------------------------------------
        6100 North Baker Road
            Milwaukee, WI                                53209
- ---------------------------------------- ---------------------------------------
(Address of Principal Executive Offices)              (Zip Code)
- ---------------------------------------- ---------------------------------------



             2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023
                       (TITLE OF THE INDENTURE SECURITIES)

 ===============================================================================

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

ITEM 1.      GENERAL INFORMATION.  Furnish the following information as to the
             Trustee.

              a)    Name and address of each examining or supervising authority
                    to which it is subject.
                           Comptroller of the Currency
                           Washington, D.C.

              b)  Whether it is authorized to exercise corporate trust powers.
                           Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
            Trustee, describe each such affiliation.
                  None

ITEMS 3-15        Items 3-15 are not applicable because to the best of the
                  Trustee's knowledge, the obligor is not in default under any
                  Indenture for which the Trustee acts as Trustee.

ITEM 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this
             statement of eligibility and qualification.

              1.  A copy of the Articles of Association of the Trustee.*

              2.  A copy of the certificate of authority of the Trustee to
                  commence business.*

              3.  A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

              4.  A copy of the existing bylaws of the Trustee.*

              5.  A copy of each Indenture referred to in Item 4. Not
                  applicable.

              6.  The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

              7.  Report of Condition of the Trustee as of December 31, 2003,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.



       * Incorporated by reference to Registration Number 333-67188.

                                       2

<PAGE>

                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 20th day of February, 2004.


                                            U.S. BANK NATIONAL ASSOCIATION

                                            By:      /s/ Richard Prokosch
                                                     ---------------------------
                                                     Richard Prokosch
                                                     Vice President




By:      /s/ Benjamin J. Krueger
         -----------------------------------
         Benjamin J. Krueger
         Trust Officer

                                       3

<PAGE>

                                    EXHIBIT 6
                                    ---------

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  February 20, 2004


                                            U.S. BANK NATIONAL ASSOCIATION


                                            By:      /s/ Richard Prokosch
                                                     ---------------------------
                                                     Richard Prokosch
                                                     Vice President




By:      /s/ Benjamin J. Krueger
         -----------------------------------
         Benjamin J. Krueger
         Trust Officer

                                       4

<PAGE>

                                    EXHIBIT 7
                                    ---------
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2003

                                    ($000'S)

                                                                12/31/2003
                                                               ------------
ASSETS
     Cash and Due From Depository Institutions                   $8,631,361
     Federal Reserve Stock                                                0
     Securities                                                  42,963,396
     Federal Funds                                                2,585,353
     Loans & Lease Financing Receivables                        114,718,888
     Fixed Assets                                                 1,911,662
     Intangible Assets                                           10,254,736
     Other Assets                                                 8,093,654
                                                               ------------
         TOTAL ASSETS                                          $189,159,050

LIABILITIES
     Deposits                                                  $128,249,183
     Fed Funds                                                    5,098,404
     Treasury Demand Notes                                        3,585,132
     Trading Liabilities                                            213,447
     Other Borrowed Money                                        21,664,023
     Acceptances                                                    123,996
     Subordinated Notes and Debentures                            5,953,524
     Other Liabilities                                            5,173,011
                                                               ------------
     TOTAL LIABILITIES                                         $170,060,720

EQUITY
     Minority Interest in Subsidiaries                           $1,002,595
     Common and Preferred Stock                                      18,200
     Surplus                                                     11,677,397
     Undivided Profits                                            6,400,138
                                                               ------------
         TOTAL EQUITY CAPITAL                                   $19,098,330

TOTAL LIABILITIES AND EQUITY CAPITAL                           $189,159,050

- --------------------------------------------------------------------------------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:      /s/ Richard Prokosch
         --------------------
          Vice President

Date:  February 20, 2004

                                       5

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
