APPLIED POWER INC
$200,000,000 APPLIED POWER 13% SENIOR SUB.
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>$200,000,000 APPLIED POWER 13% SENIOR SUB.
<TEXT>

<PAGE>

________________________________________________________________________________



                                  $200,000,000

                               APPLIED POWER INC.

                     13% Senior Subordinated Notes Due 2009

                         REGISTRATION RIGHTS AGREEMENT



________________________________________________________________________________
<PAGE>

                                                                  August 1, 2000

Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
c/o Credit Suisse First Boston Corporation
   Eleven Madison Avenue
   New York, New York 10010-3629

Ladies and Gentlemen:

     Applied Power Inc. (which intends to change its name to Actuant
Corporation), a Wisconsin corporation (the "Company"), proposes to issue and
                                            -------
sell to Credit Suisse First Boston Corporation and Goldman, Sachs & Co.
(together, the "Initial Purchasers"), upon the terms set forth in a purchase
                ------------------
agreement of even date herewith (the "Purchase Agreement"), $200,000,000
                                      ------------------
aggregate principal amount of its 13% Senior Subordinated Notes Due 2009 (the
"Initial Securities") to be guaranteed (the "Guarantees") by certain of the
-------------------                          ----------
Company's subsidiaries (collectively, the "Guarantors" and together with the
                                           ----------
Company, the "Issuers").  The Initial Securities will be issued pursuant to an
              -------
Indenture, dated as of August 1, 2000, (the "Indenture"), between the Issuers
                                             ---------
and Bank One Trust Company, N.A., as trustee (the "Trustee").
                                                   -------

     As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Issuers agree with the Initial Purchasers, for the benefit of the
Initial Purchasers and the holders of the Securities (as defined below)
(collectively the "Holders"), as follows:
                   -------

     1. Registered Exchange Offer. Unless not permitted by applicable law (after
the Issuers have complied with the ultimate paragraph of this Section 1), the
Issuers shall prepare and, within 90 days (such 90th day being a "Filing
                                                                  ------
Deadline") after the date on which the Initial Purchasers purchase the Initial
--------
Securities pursuant to the Purchase Agreement (the "Closing Time"), file with
                                                    ------------
the Securities and Exchange Commission (the "Commission") a registration
                                             ----------
statement (the "Exchange Offer Registration Statement") on an appropriate form
                -------------------------------------
under the Securities Act of 1933, as amended (the "Securities Act"), with
                                                   --------------
respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
                                  -------------------------
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture and guaranteed by the Guarantors,
identical in all material respects to the Initial Securities and registered
under the Securities Act (the "Exchange Securities").  The Issuers shall use
                               -------------------
their reasonable best efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act within 180 days after
<PAGE>

                                      -2-

the Closing Time (such 180th day being an "Effectiveness Deadline") and (ii)
                                           ----------------------
keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the "Exchange Offer
                                                              --------------
Period").
------

     If the Issuers commence the Registered Exchange Offer, the Issuers (i) will
be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Issuers have accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will consummate the Registered Exchange Offer no later
than 40 days after the date on which the Exchange Offer Registration Statement
is declared effective (such 40th day being the "Consummation Deadline").
                                                ---------------------

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

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

     The Issuers shall use their reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in
<PAGE>

                                      -3-

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

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Issuers, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
               ----------------
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and guaranteed by the Guarantors, identical in all
material respects to the Initial Securities (the "Private Exchange Securities").
                                                  ---------------------------
The Initial Securities, the Exchange Securities and the Private Exchange
Securities are herein collectively called the "Securities".
                                               ----------

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

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

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

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

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

          (e)  otherwise comply with all applicable laws.
<PAGE>

                                      -4-

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

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

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

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

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

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

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

                                      -5-

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

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Issuers raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Issuers
will seek a no-action letter or other favorable decision from the Commission
allowing the Issuers to consummate the Registered Exchange Offer.  The Issuers
will pursue the issuance of such a decision to the Commission staff level.  In
connection with the foregoing, the Issuers will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Issuers setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

     2.  Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Issuers
are not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Time, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer
within 10 business days following consummation of the Registered Exchange Offer
or (iv) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder may not resell to the public the Exchange Securities without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, and any such Holder so requests, the Issuers shall take the following
actions (the date on which any of the conditions described in
<PAGE>

                                      -6-

the foregoing clauses (i) through (iv) occur, including in the case of clauses
(iii) or (iv) the receipt of the required notice, being a "Trigger Date"):
                                                           ------------

               (a)  The Issuers shall as promptly as practicable (but in no
     event more than 30 days after the Trigger Date (such 30th day being a
     "Filing Deadline")) file with the Commission and thereafter use their
      ---------------
     reasonable best efforts to cause to be declared effective no later than 180
     days after the Trigger Date (such 180th day being an "Effectiveness
                                                           -------------
     Deadline") a registration statement (the "Shelf Registration Statement"
     --------                                  ----------------------------
     and, together with the Exchange Offer Registration Statement, a
     "Registration Statement") on an appropriate form under the Securities Act
      ----------------------
     relating to the offer and sale of the Transfer Restricted Securities by the
     Holders thereof from time to time in accordance with the methods of
     distribution set forth in the Shelf Registration Statement and Rule 415
     under the Securities Act (hereinafter, the "Shelf Registration"); provided,
                                                 ------------------    --------
     however, that no Holder (other than an Initial Purchaser) shall be entitled
     -------
     to have the Securities held by it covered by such Shelf Registration
     Statement unless such Holder agrees in writing to be bound by all the
     provisions of this Agreement applicable to such Holder.

               (b)  The Issuers shall use their reasonable best efforts to keep
     the Shelf Registration Statement continuously effective in order to permit
     the prospectus included therein to be lawfully delivered by the Holders of
     the relevant Securities, for a period of two years (or for such longer
     period if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof). The
     Issuers shall be deemed not to have used their best efforts to keep the
     Shelf Registration Statement effective during the requisite period if they
     voluntarily take any action that would result in Holders of Securities
     covered thereby not being able to offer and sell such Securities during
     that period, unless such action is required by applicable law.

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

                                      -7-

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

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

          (b)  The Issuers shall give written notice to the Initial Purchasers,
     the Holders of the Securities and any Participating Broker-Dealer from whom
     the Issuers have received prior written notice that it will be a
     Participating Broker-Dealer in the Registered Exchange Offer (which notice
     pursuant to clauses (ii)-(v) hereof shall be accom-
<PAGE>

                                      -8-

panied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

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

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

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

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

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

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

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

          (e)  The Issuers shall deliver to each Exchanging Dealer and each
Initial Purchaser, and to any other Holder who so requests, without charge, at
least one copy of the Exchange Offer Registration Statement and any post-
effective amendment thereto,
<PAGE>

                                      -9-

including financial statements and schedules, and, if any Initial Purchaser or
any such Holder requests, all exhibits thereto (including those incorporated by
reference).

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

          (g)  The Issuers shall deliver to each Initial Purchaser, any
Exchanging Dealer, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in the Exchange
Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request. The Issuers consent, subject to the provisions
of this Agreement, to the use of the prospectus or any amendment or supplement
thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered
Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto,
included in such Exchange Offer Registration Statement.

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

          (i)  The Issuers shall cooperate with the Holders of the Securities to
facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such de-
<PAGE>

                                     -10-

nominations and registered in such names as the Holders may request a reasonable
period of time prior to sales of the Securities pursuant to such Registration
Statement.

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

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

          (l)  The Issuers will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to
their security holders (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions of Section
11(a) of the Securities Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Issuers' first fiscal quarter commencing after the effective date
of the Registration Statement, which statement shall cover such 12-month period.
<PAGE>

                                      -11-

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

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

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

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

     (q) In the case of any Shelf Registration, the Issuers, if requested by any
Holder of Securities covered thereby, shall cause (i) their counsel to deliver
an opinion and updates thereof relating to the Securities in customary form
addressed to such Holders and the managing underwriters, if any, thereof and
dated, in the case of the initial opinion, the effective date of such Shelf
Registration Statement (it being agreed that the matters to be covered by such
opinion shall include, without limitation, the due incorporation and good
standing of the Issuers and their subsidiaries; the qualification of the Issuers
and their subsidiaries to transact business as foreign corporations; the
<PAGE>

                                      -12-

due authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or governmental proceedings
involving the Issuers and their subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration
Statement, the offering and sale of the applicable Securities, or any agreement
of the type referred to in Section 3(o) hereof; the compliance as to form of
such Shelf Registration Statement and any documents incorporated by reference
therein and of the Indenture with the requirements of the Securities Act and the
Trust Indenture Act, respectively; and, as of the date of the opinion and as of
the effective date of the Shelf Registration Statement or most recent post-
effective amendment thereto, as the case may be, the absence from such Shelf
Registration Statement and the prospectus included therein, as then amended or
supplemented, and from any documents incorporated by reference therein of an
untrue statement of a material fact or the omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of any such documents, in the light of the
circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act); (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof requested by any
underwriters of the applicable Securities and (iii) its independent public
accountants and the independent public accountants with respect to any other
entity for which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities and any
underwriter therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

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

                                      -13-

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

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

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

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

     4.  Registration Expenses.  (a)  All expenses incident to the Issuers'
performance of and compliance with this Agreement will be borne by the Issuers,
jointly and severally, re-
<PAGE>

                                      -14-

gardless of whether a 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 (including printing certificates
          for the Securities to be issued in the Registered Exchange Offer and
          the Private Exchange and printing of Prospectuses), messenger and
          delivery services and telephone;

               (iv)  all fees and disbursements of counsel for the Issuers;

               (v)   all application and filing fees in connection with listing
          the Exchange Securities on a national securities exchange or automated
          quotation system pursuant to the requirements hereof; and

               (vi)  all fees and disbursements of independent certified public
          accountants of the Issuers (including the expenses of any special
          audit and comfort letters required by or incident to such
          performance).

The Issuers will bear their internal expenses (including, without limitation,
all salaries and expenses of their 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 Issuers.

     (b) In connection with any Registration Statement required by this
Agreement, the Issuers will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.

     5.  Indemnification.  (a)  The Issuers agree, jointly and severally, to
indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating Broker-Dealer and such controlling
persons are referred to collectively as the "Indemnified Parties") from and
                                             -------------------
<PAGE>

                                      -15-

against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Issuers
                                        --------  -------
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 a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Issuers by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder or Participating Broker-Dealer from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating Broker-
Dealer results from the fact that there was not sent or given to such person, at
or prior to the written confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Issuers had previously furnished
copies thereof to such Holder or Participating Broker-Dealer and such final
prospectus corrected such untrue statement or omission; provided further,
                                                        -------- -------
however, that this indemnity agreement will be in addition to any liability
-------
which the Issuers may otherwise have to such Indemnified Party.  The Issuers
shall also, jointly and severally, indemnify any underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

     (b)  Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Issuers and each person, if any, who controls
the Issuers within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Issuers or any such controlling person
<PAGE>

                                      -16-

may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Issuers by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse, as incurred, the Issuers for any legal or other
expenses reasonably incurred by the Issuers or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability or
action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Issuers or any of their
controlling persons.

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

     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a re-
<PAGE>

                                      -17-

sult of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or the
sale of the Securities, pursuant to a Shelf Registration, as applicable, or (ii)
if the allocation provided by the foregoing clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuers
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Issuers within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Issuers.

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

     6.   Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Transfer Restricted
               -------------------
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"):
---------------------
<PAGE>

                                      -18-

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

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

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

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

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

     Additional Interest shall accrue on the Transfer Restricted Securities over
and above the interest set forth in the title of the Securities from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all such Registration Defaults have been cured, at a
rate of 0.50% per annum (the "Additional Interest Rate") for the first 90-day
                              ------------------------
period immediately following the occurrence of such Registration Default,
regardless of the number of such Registration Defaults.  The Additional Interest
Rate shall increase by an additional 0.50% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 2.00% per annum.
<PAGE>

                                      -19-

     (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Issuers where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Issuers that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Issuers are proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
--------  -------
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

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

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

     7.  Rules 144 and 144A. The Issuers 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 and, if at any time the Issuers are not required
to file such reports, they will, upon the request of any Holder of Securities,
make publicly available other information so long as necessary to permit sales
of their securities pursuant to Rules 144 and 144A. The Issuers covenant that
they will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities
<PAGE>

                                      -20-

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 Issuers will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Issuers by the Initial
Purchasers upon request. Upon the request of any Holder of Initial Securities,
the Issuers shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Issuers to register any of its
securities pursuant to the Exchange Act.

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

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

     9. Miscellaneous.

     (a) Remedies.  The Issuers acknowledge and agree that any failure by the
Issuers to comply with their 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 Issuers' obligations under Sections 1 and 2
hereof.  The Issuers further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Issuers 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. 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 Issuers' securities under any agreement
in effect on the date hereof.
<PAGE>

                                      -21-

     (c)  Amendments and Waivers. Except as set forth in Section 9(m) hereof,
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 Issuers with the written consent of the Holders of a
majority in principal amount of the Securities affected by such amendment,
modification, supplement, waiver or consents provided, however, that no
amendment, modification, or supplement or waiver or consent to the departure
with respect to the provisions of Section 4 hereof shall be effective as against
any Holder of Transfer Restricted Securities or any of the Issuers unless
consented to in writing by such Holder of Transfer Restricted Securities or the
Issuers, as the case may be.

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

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

               (2)  if to the Initial Purchasers;

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

          with a copy to:

                    Cahill Gordon & Reindel
                    80 Pine Street
                    New York, NY  10005
                    Fax No.:  (212) 269-5420
                    Attention: Geoffrey E. Liebmann, Esq.
<PAGE>

                                      -22-

               (3) if to any Issuer, at the following address:

                    Actuant Corporation
                    6100 North Baker Road
                    Glendale, WI  53209
                    Fax No.: (414) 247-5550
                    Attention: President

          with a copy to:

                    Quarles & Brady LLP
                    411 East Wisconsin Avenue
                    Milwaukee, WI  53202-4497
                    Fax No.:  (414) 271-3552
                    Attention:  Anthony W. Asmuth III, Esq.

          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.

          (e)  Third Party Beneficiaries. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Issuers, 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.

          (f)  Successors and Assigns. This Agreement shall be binding upon the
     Issuers and their successors and assigns.

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

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

          (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>

                                      -23-

          (j)  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.

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

          (l)  Guarantors. So long as any Transfer Restricted Securities remain
     outstanding, the Company shall cause each of its subsidiaries that becomes
     a Guarantor of the Securities under the Indenture to execute and deliver a
     counterpart to this Agreement which subjects such subsidiary to the
     provisions of this Agreement as a Guarantor. Each of the Guarantors agrees
     to join the Company in all of its undertakings hereunder to effect the
     Registered Exchange Offer (which will be guaranteed by each of the
     Guarantors with terms identical to such Guarantors' guaranty of the
     Securities) and the filing of any Shelf Registration Statement required
     hereunder (including, without limitation, the undertakings in Sections 3, 4
     and 5 hereof).

     The Issuers hereby submit to the non-exclusive jurisdiction of the federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

                            [Signature Page Follows]
<PAGE>

                                      S-1

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

                                   Very truly yours,

                                   APPLIED POWER INC.

                                   By: /s/
                                      ----------------------------------------
                                      Name
                                      Title:

                                   APW TOOLS & SUPPLIES, INC.

                                   By: /s/
                                      ----------------------------------------
                                      Name
                                      Title:

                                   VERSA TECHNOLOGIES, INC.

                                   By: /s/
                                      ----------------------------------------
                                      Name
                                      Title:

                                   APPLIED POWER INVESTMENTS II, INC.

                                   By: /s/
                                      ----------------------------------------
                                      Name:
                                      Title:

                                   COLUMBUS MANUFACTURING LLC

                                   BY:  APPLIED POWER INC.

                                   By: /s/
                                      ----------------------------------------
                                      Name:
                                      Title:
<PAGE>

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

CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.

BY:  CREDIT SUISSE FIRST BOSTON CORPORATION

By: /s/
   ----------------------------------------
   Name:
   Title:
</TEXT>
</DOCUMENT>
