Subordination and Participation Agreement dated as of August
               2,  1999 (as the  same  may be  amended,  amended  and  restated,
               supplemented or otherwise modified, renewed or replaced from time
               to  time,  the  "Participation  Agreement")  among  (i)  Canadian
               Imperial  Bank  of  Commerce  as  administrative   agent  and  as
               collateral  agent  for  the  Banks  referred  to  in  the  Credit
               Agreement defined below (in such capacities,  the "Administrative
               Agent"); (ii) each of the banks listed in Section C of Schedule 1
               hereto (each,  a "Selling  Bank" and  collectively,  the "Selling
               Banks");  (iii) Martin Crane L.L.C.  (the "Initial  Sponsor") and
               any other Person (acceptable to the Administrative  Agent and the
               Required  Banks) making any of the Sponsor Loans (as  hereinafter
               defined)  pursuant  hereto  (each,  an  "Additional  Sponsor" and
               collectively,  the  "Additional  Sponsors");  (iv) MMH  Holdings,
               Inc., a Delaware  corporation  ("Holdings");  (v) Morris Material
               Handling, Inc., a Delaware corporation (the "Company") and Morris
               Material  Handling,  LLC, a Delaware  limited  liability  Company
               ("MMH  LLC";  the  Company  and MMH LLC may be referred to herein
               individually as a "U.S. Borrower" and collectively,  as the "U.S.
               Borrowers") and (vi) each other  Subsidiary of the Company listed
               on the signature pages hereto (such  Subsidiaries,  together with
               Holdings  and the U.S.  Borrowers,  shall be  referred  to herein
               collectively as the "Credit Parties").

                             INTRODUCTORY STATEMENT

     Reference is hereby made to that certain Credit Agreement dated as of March
30,  1998  (as   heretofore  and  hereafter   amended,   amended  and  restated,
supplemented  or  otherwise  modified,  renewed or  replaced  from time to time,
including, without limitation, by Amendment No. 2, the "Credit Agreement") among
(i) Holdings, (ii) the U.S. Borrowers,  (iii) Morris Material Handling Equipment
Limited,  a company  organized under the laws of England and Wales,  (iv) Mondel
ULC, an unlimited liability company organized under the laws of Nova Scotia, (v)
Kaverit Steel and Crane ULC, an unlimited  liability company organized under the
laws of Nova  Scotia,  (vi) the Banks  referred to  therein,  (vii) the New York
branch of Credit Agricole Indosuez,  as syndication agent for the Banks,  (viii)
BankBoston,   N.A.,  as   documentation   agent  for  the  Banks  and  (ix)  the
Administrative Agent.
                                       1
<PAGE>
     The Banks currently hold the Total  Acquisition  Term Loan Commitment under
the Credit Agreement and have made Acquisition Term Loans to the U.S.  Borrowers
in the  aggregate  outstanding  principal  amount of  $7,430,083  as of the date
hereof.

     The Initial Sponsor desires to purchase from each of the Selling Banks, and
each of the  Selling  Banks  are  willing  to sell to the  Initial  Sponsor,  an
undivided   participating   interest  in  the  unfunded  Acquisition  Term  Loan
Commitment of such Selling Bank in the amounts and in accordance  with the terms
and conditions hereinafter set forth.

     Each of the Sponsors (as hereinafter defined)  acknowledges and agrees that
any  Acquisition  Term Loans that are funded by the Sponsors in accordance  with
the terms of this Participation Agreement shall, in all respects, be subordinate
and junior  pursuant  to the terms of, and as set forth in,  this  Participation
Agreement,  to all  Loans  made  by the  Banks  and  all  Bank  Obligations  (as
hereinafter defined) owing to the Administrative Agent and the Banks pursuant to
the Credit Agreement.

                  NOW THEREFORE, the parties hereto hereby agree as follows:

          1.  Definitions:  Capitalized  terms  used  herein  and not  otherwise
     defined herein shall have the meanings assigned to such terms in the Credit
     Agreement.  As used herein, the following terms shall have the meanings set
     forth below:

               "Additional  Sponsor Loan" shall mean any  Acquisition  Term Loan
          made after the Effective  Date (such term being used herein as defined
          in Amendment  No. 2) of Amendment  No. 2 (i) which is made to the U.S.
          Borrowers pursuant to the Additional Sponsor Participation, (ii) which
          is funded by one or more of the  Sponsors  and (iii) the  proceeds  of
          which  are to be  utilized  for  working  capital  and  other  general
          corporate purposes.

               "Additional  Sponsor  Participation"  shall  mean  the  aggregate
          amount of the unfunded  Acquisition  Term Loan Commitments held by the
          Selling Banks in which the participations are being purchased pursuant
          to  Section  2 hereof  (which  amount as of the date  hereof  does not
          exceed $22,569,917).

               "Amendment  No. 2" shall mean that certain  Amendment No. 2 dated
          as of August 2, 1999 to the Credit Agreement.

               "Bank Credit  Termination  Date" shall mean the date on which all
          of the Bank  Obligations have been repaid in full in cash, each of the
          Commitments  has been  terminated  in its  entirety and all Letters of
          Credit   have   expired   or  been   terminated,   canceled   or  cash
          collateralized  in an amount  equal to 105% of the face amount of such
          Letters of Credit.
                                       2
<PAGE>
     "Bank  Obligations"  shall  mean the  Obligations  other  than the  Sponsor
Obligations.

     "Initial  Sponsor  Loan"  shall have the  meaning  assigned to such term in
Section 3 hereof.

     "Insolvency  Event"  shall  mean (a) any  Credit  Party  or any  Subsidiary
thereof  commencing any case,  proceeding or other action (1) under any existing
or future law of any jurisdiction,  domestic or foreign, relating to bankruptcy,
insolvency,  reorganization,  conservatorship  or relief of debtors,  seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it
a bankrupt or insolvent,  or seeking  reorganization,  arrangement,  adjustment,
winding-up, liquidation,  dissolution,  composition or other relief with respect
to it  or  its  debts,  or  (2)  seeking  appointment  of a  receiver,  trustee,
custodian,  conservator  or  other  similar  official  of it or  for  all or any
substantial  part of its  assets;  or (b) any  Credit  Party  or any  Subsidiary
thereof making a general assignment for the benefit of its creditors or becoming
unable,  admitting in writing its inability,  or failing  generally,  to pay its
debts as they become due; or (c) there being commenced  against any Credit Party
or any  Subsidiary  thereof  any case,  proceeding  or other  action of a nature
referred  to in clause (a) above  which (1) results in the entry of an order for
relief or any such  adjudication  or  appointment  or (2)  remains  undismissed,
undischarged  or unbonded for a period of 60 days; or (d) there being  commenced
against any Credit Party or any Subsidiary thereof any case, proceeding or other
action  seeking  issuance of a warrant of  attachment,  execution,  distraint or
similar process against all or any substantial  part of its assets which results
in the entry of an order for any such relief which shall not have been  vacated,
discharged,  or stayed or bonded  pending  appeal  within 60 days from the entry
thereof;  or (e) any Credit Party or any Subsidiary thereof taking any action in
furtherance of, or indicating its consent to, approval of,  authorization of, or
acquiescence in, any of the acts set forth in clause (a), (b), (c) or (d) above.

     "Obligations"  shall mean all obligations (a) whether,  direct or indirect,
contingent or absolute,  of every type or description  and at any time existing,
of the  Borrowers to make due and punctual  payment of (i)  principal of and all
interest on the Loans, the Commitment Commission,  any reimbursement obligations
in  respect  of  Letters  of  Credit,  costs and  attorneys'  fees and all other
monetary  obligations of any of the Borrowers to any of the Agents,  any Issuing
Bank or any Bank  under or in respect of the  Credit  Agreement,  any Note,  any
other Credit Document or any fee letter,  (ii) all amounts payable by any of the

                                       3
<PAGE>

Borrowers to any Bank under any Currency  Protection  Agreement or Interest Rate
Agreement,  provided that the  Administrative  Agent shall have received written
notice  thereof  within ten (10) Business Days after  execution of such Currency
Protection  Agreement or Interest Rate  Agreement  and (iii) amounts  payable to
Canadian  Imperial  Bank  of  Commerce  in  connection  with  any  bank  account
maintained  by any of the  Borrowers  or any  other  Credit  Party  at  Canadian
Imperial Bank of Commerce or any other banking  services  provided to any of the
Borrowers or any other Credit Party by Canadian  Imperial  Bank of Commerce with
respect to, or in any way related  to, any of the Credit  Documents  (including,
without  limitation,  interest  accruing at the then applicable rate provided in
the Credit  Agreement  after the maturity of the Loans and interest  accruing at
the then  applicable  rate provided in the Credit  Agreement after the filing of
any petition in bankruptcy or the commencement of any insolvency, reorganization
or like proceeding, relating to any of the Borrowers, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) and (b) all
other  obligations of any of the Borrowers or any other Credit Party pursuant to
the Credit Agreement and any other Credit Document.

     "Original  Financial  Covenants"  shall  mean the  covenants  set  forth in
Sections  7.10  through  7.13 of the Credit  Agreement as in effect on March 30,
1998 (without giving effect to any change in such covenants after such date as a
result of any waiver or amendment to the Credit Agreement).

     "Participation"  shall have the meaning  assigned to such term in Section 2
hereof.

     "PIK  Interest"  shall have the meaning  assigned to such term in Section 5
hereof.

     "Reimbursement  Obligation" shall have the meaning assigned to such term in
Section 7(c)(iii).

     "Required Selling Banks" shall mean, at any time, one or more Selling Banks
holding at least 51% of the aggregate  Acquisition Term Loan Commitments held by
the Selling Banks (or, if the Acquisition Term Loan Commitments  shall have been
terminated,  Selling Banks holding at least 51% of the  outstanding  Acquisition
Term Loans held by the Selling Banks).

                                       4
<PAGE>

     "Required  Sponsors" shall mean, at any time, one or more Sponsors  holding
at least 51% of the  outstanding  Sponsor  Loans (or,  if no  Sponsor  Loans are
outstanding,   Sponsors   holding  at  least  51%  of  the  Additional   Sponsor
Participation).

     "Sponsor Loans" shall mean, collectively,  the Initial Sponsor Loan and the
Additional Sponsor Loans.

     "Sponsor  Loan  Repayment  Date" shall mean the earlier to occur of (i) the
Bank  Credit  Termination  Date and (ii) the date on which the  Company  and its
Subsidiaries  have met the Original  Financial  Covenants  for more than two (2)
consecutive  fiscal  quarters,  which date  shall not be earlier  than April 30,
2001.

     "Sponsor  Obligations"  shall mean all obligations of the Borrowers to make
payment, at the times and on the terms set forth herein, of the unpaid principal
amount of and interest on the Sponsor Loans.

     "Sponsor   Percentage"  shall  mean,  with  respect  to  any  Sponsor,  the
percentage of the Additional Sponsor Participation  purchased by such Sponsor as
set forth in Section A of Schedule 1 hereto.

     "Sponsors" shall mean the Initial Sponsor and the Additional Sponsors.

     2. Sale and Purchase of a  Participating  Interest in Unfunded  Acquisition
Term Loan Commitments and Acquisition Term Loans.  Upon and subject to the terms
and conditions of this Participation Agreement,  each Selling Bank hereby agrees
to sell,  transfer,  and convey to the Initial Sponsor,  and the Initial Sponsor
hereby  agrees to purchase,  acquire and take from each of the Selling  Banks by
way of a sale  without  recourse,  an  undivided  participating  interest in the
following:

               (1) (i)  the  percentage  and the  maximum  amount  specified  on
          Schedule  1 (as in  effect  on the  Effective  Date)  of the  unfunded
          Acquisition  Term Loan Commitment of such Selling Bank pursuant to the
          Credit Agreement and (ii) any Acquisition Term Loans hereafter made by
          such Selling Bank in respect of such  unfunded  Acquisition  Term Loan
          Commitment  pursuant to the Credit Agreement,  to the extent funded by
          the Initial Sponsor in accordance with the terms hereof;

               (2) any  Acquisition  Term Note issued to such Selling Bank,  but
          only to the extent of any Sponsor Loans funded by the Initial Sponsor;
          and

               (3) any  Credit  Documents  and any  rights  with  respect to any
          Collateral,  but only to the extent of any Sponsor Loans funded by the
          Initial Sponsor. (1)

                                       5
<PAGE>
                  After the Effective  Date,  if there is an Additional  Sponsor
which will be funding one or more  Additional  Sponsor  Loans,  then each of the
then existing  Sponsors hereby agrees to transfer to such  Additional  Sponsor a
pro rata  portion  (or such  other  portion as the  Sponsors  may agree) of such
existing  Sponsor's   participation  in  the  unfunded   Acquisition  Term  Loan
Commitment so that such  Additional  Sponsor shall hold a  participation  in the
unfunded  Acquisition  Term Loan  Commitment  in an amount at least equal to the
Additional Sponsor Loan to be funded by such Additional Sponsor.

                  Upon  and  subject  to  the  terms  and   conditions  of  this
Participation Agreement,  each Selling Bank hereby agrees to sell, transfer, and
convey to each of the  Additional  Sponsors,  if any, and each of the Additional
Sponsors  hereby  agrees to purchase,  acquire and take from each of the Selling
Banks by way of a sale without recourse, an undivided  participating interest in
the following:

                  (x) any Acquisition Term Loans thereafter made by such Selling
Bank in respect of such unfunded  Acquisition Term Loan Commitment,  pursuant to
the Credit Agreement, to the extent funded by such Additional Sponsor;

                  (y) any Acquisition Term Note issued to such Selling Bank, but
only to the  extent of any  Additional  Sponsor  Loans  made by such  Additional
Sponsor; and

                  (z) any Credit  Documents  and any rights with  respect to any
Collateral,  but only to the extent of any Additional Sponsor Loans made by such
Additional Sponsor.

                  With  respect  to  each   Sponsor,   each  of  the   foregoing
participating  interests  purchased  from  the  Selling  Banks  (or the  Initial
Sponsor,   if  applicable)  shall  be  referred  to  herein  as  such  Sponsor's
"Participation" and shall be deemed to include the right of each of the Sponsors
to receive at the time and on the terms set forth  herein,  to the extent of its
Participation,  an amount equal to the amount of principal and interest received
or collected  by the Selling  Banks in respect of the Sponsor  Loans;  provided,
however,  that each Sponsor's right to receive such amounts shall be subordinate
and  junior  (as more  fully set forth in  Section 7 below) to the rights of the
Administrative  Agent and the Banks to receive  and  retain  payment of the Bank
Obligations (the "Retained Interests'). Each of the Selling Banks represents and
warrants  to the  Sponsors  that it is the  legal  and  beneficial  owner of the
interests  in which it is  granting  a  Participation  hereunder  and that  such
interests  are free and  clear of any  adverse  claim.  The  obligations  of the
Selling Banks hereunder are several and not joint.

                                       6
<PAGE>
     3.  Acquisition Term Loan to be made on the Effective Date of Amendment No.
2.  Each of the  parties  hereto  hereby  acknowledges  and  agrees  that on the
Effective Date, and as a condition of the  effectiveness of Amendment No. 2, the
Selling Banks shall make an Acquisition  Term Loan to the U.S.  Borrowers in the
principal  amount of  $5,000,000  (such loan shall be referred to herein as, the
"Initial Sponsor Loan") provided that (a) all conditions precedent to the making
of such loan under the Credit  Agreement have been  satisfied;  (b) 100% of such
Initial Sponsor Loan shall have been funded by the Initial  Sponsor  pursuant to
and in accordance with this  Participation  Agreement and (c) the effective date
of Amendment  No. 2 occurs on or before  August 2, 1999. On the date the Initial
Sponsor Loan is to be made, the Initial Sponsor will purchase its  Participation
hereunder  and will pay to the  Administrative  Agent  (for the  benefit of each
Selling Bank) by wire transfer,  in U.S. Dollars,  immediately  available funds,
$5,000,000 by no later than 2:00 p.m.  (New York City time),  or such other time
as the Administrative Agent shall agree, on the date the Initial Sponsor Loan is
to be made. The wire transfer  instructions for the Administrative  Agent are as
follows:

                  BANK OF NEW YORK
                  NEW YORK, NY
                  ABA #021-000-018
                  FOR ACCOUNT OF: CIBC, NEW YORK BRANCH
                  ACCOUNT NO. 890-0331-046
                  FOR FURTHER CREDIT TO: AGENTED LOANS
                  ACCOUNT NO. 07-09611
                  ATTENTION: AGENCY SERVICES
                  REFERENCE: Morris Materials Handling

                  Notwithstanding  anything  to the  contrary  contained  in the
Credit  Agreement,  the  Initial  Sponsor  Loan shall not be made by the Selling
Banks  unless and until the  Administrative  Agent shall have  received the full
amount of the Initial  Sponsor  Loan from the Sponsors in  accordance  with this
Participation Agreement. The U.S. Borrowers hereby agree to give the Sponsors at
least one (1)  prior  Business  Day  notice of the  expected  Effective  Date of
Amendment No. 2.

4.  Additional  Acquisition  Term  Loans  pursuant  to  the  Additional  Sponsor
Participation.

                  (a) Each of the parties hereto hereby  acknowledges and agrees
that (i) no Sponsor  shall have any  obligation to fund any  Additional  Sponsor
Loans;  and (ii)  except as  expressly  provided  in  Section 5 below,  any such
Additional Sponsor Loans shall only be made in accordance with the provisions of
subsection (B) of Section 1.12 of the Credit Agreement.

                                       7
<PAGE>
                  (b) If any Sponsor agrees to fund any Additional Sponsor Loan,
then on the  date  such  Additional  Sponsor  Loan is to be made by the  Selling
Banks,  such Sponsor  shall fund its  participation  therein and will pay to the
Administrative  Agent (on  behalf of the  Selling  Banks) by wire  transfer  (as
provided in Section 3 above) in U.S. Dollars, in immediately available funds, an
amount equal to such Sponsor's  participation in such Additional Sponsor Loan by
no later than 2:00 p.m. (New York City time) on the date the Additional  Sponsor
Loan is to be made. The Additional Sponsor Loans may be funded by one or more of
the Sponsors  provided,  that each Additional  Sponsor Loan shall be approved by
the Administrative Agent and the Required Banks prior to the funding thereof.

                  (c) Each of the parties hereto hereby  acknowledges and agrees
that the Banks shall not be required to fund any portion of the Initial  Sponsor
Loan or the  Additional  Sponsor  Loans and that any such loans  shall be funded
solely by the Sponsors  pursuant to, and in accordance with, this  Participation
Agreement.  Each of the  Borrowers  acknowledges  and  agrees  that it shall not
request,  and it shall not be entitled to receive,  any  Acquisition  Term Loans
funded  by the  Banks  in  excess  of  $7,430,082.82  (which  is the  amount  of
Acquisition Term Loans outstanding as of the date hereof).

5.       Terms of the Sponsor Loans.

     (1) The outstanding  principal amount of the Sponsor Loans shall be payable
to the Sponsors out of funds received by the  Administrative  Agent on behalf of
the  Selling  Banks  from the  Borrowers,  in  cash,  only on the  Sponsor  Loan
Repayment  Date.  The Sponsor  Loans shall  accrue  interest on the  outstanding
principal amount thereof plus interest accrued thereon from the date the Sponsor
Loans are made until the Sponsor Loan  Repayment  Date at a rate per annum equal
to the  Eurodollar  Rate plus 6.00%,  compounded  monthly (the "PIK  Interest").
Interest  on the Sponsor  Loans  shall be payable  out of funds  received by the
Administrative  Agent from the  Borrowers,  in cash,  only on the  Sponsor  Loan
Repayment Date. Subject to Section 7(c)(iii) hereof and notwithstanding anything
else  to  the  contrary  contained  in  this  Participation  Agreement,  nothing
contained  in  this  Participation   Agreement,  the  Credit  Agreement  or  the
Acquisition Term Notes shall affect the right of the Sponsors to receive payment
of principal and interest payable hereunder in accordance with the terms of this
Participation Agreement.

     (2)  Except  to the  extent  expressly  provided  herein  or in the  Credit
Agreement,  the  terms of the  Sponsor  Loans  shall  be the  same as all  other
Acquisition Term Loans under the Credit Agreement.

     (3) The Administrative Agent, upon determining the applicable interest rate
for the  Sponsor  Loans for any  Interest  Period,  shall  promptly  notify  the
Sponsors and the applicable U.S. Borrower  thereof.  Such  determination  shall,
absent manifest error, be final, conclusive and binding upon all parties hereto.
The  Administrative  Agent shall not be responsible  for any error in connection
with its  determination of the applicable  interest rate, or any action taken or
omitted to be taken by the Administrative Agent as a result thereof,  except for
gross negligence or willful misconduct on the part of the  Administrative  Agent
as determined by a final order or judgment of a court of competent jurisdiction.

6.       Waivers.
                                       8
<PAGE>
               (a) Each of the Sponsors acknowledges and agrees that it shall
not be  entitled  to any of the rights of a  participant  pursuant to the Credit
Agreement  (except the right to  repayment  pursuant to the terms hereof and the
right to receive  interest at the rate provided for herein) and hereby expressly
waives any such  rights  (including,  without  limitation,  any rights  that are
granted under Section  11.04(b) of the Credit  Agreement).  Each of the Sponsors
hereby  agrees that,  notwithstanding  any term,  phrase or provision  contained
herein,  the Sponsors are purchasing  participations  in Acquisition  Term Loans
made or to be made by the Selling  Banks and that all of its rights with respect
to the Sponsor Loans are solely as set forth in this Participation Agreement.

                  (b) Each of the Selling Banks and each of the Sponsors  hereby
waives the obligation of the Borrowers to pay any  Commitment  Commission on the
Additional Sponsor Participation.

                  (c)  Until  the  Bank  Credit   Termination  Date  shall  have
occurred,  each of the  Sponsors  hereby  waives any and all rights,  claims and
privileges  with  respect to the  Sponsor  Loans and the  Acquisition  Term Loan
Commitment  (other than the right of  repayment  pursuant to this  Participation
Agreement, the right to receive interest at the rate provided for herein and any
other right set forth in the Participation Agreement ) and expressly agrees that
all such rights,  claims and privileges with respect to the Sponsor Loans (other
than the right of  repayment  pursuant  hereto)  and the  Acquisition  Term Loan
Commitment shall remain with the Banks.  Each Sponsor further agrees that, prior
to the Sponsor Loan Repayment Date, all payments received pursuant to the Credit
Agreement  (including,  without  limitation,  all  scheduled  payments  and  all
mandatory  and  optional  prepayments  thereunder)  shall be applied to the Bank
Obligations until the Bank Credit Termination Date.

7.       Subordination; Repayment.

     (1) Subordination.  Holdings, each Borrower and each other Credit Party, on
the one hand, and each of the Sponsors,  on the other hand,  agrees,  for itself
and each future holder of the Sponsor Obligations,  that the Sponsor Obligations
are  expressly  "subordinate  and junior in right of payment" (as that phrase is
hereinafter  defined) to all Bank Obligations.  "Subordinate and junior in right
of payment" means that:

               (1) no part of the  Sponsor  Obligations  shall have any claim to
          the assets of any Credit  Party on a parity with or prior to the claim
          of the Bank Obligations; and

                                       9
<PAGE>

               (2) until the Bank Credit  Termination  Date,  other than payment
          due to the Sponsors on the Sponsor Loan  Repayment  Date in accordance
          with Section 5 hereof,  no Sponsor  will take,  demand or receive from
          any Credit  Party,  and no Credit  Party  will  make,  give or permit,
          directly or  indirectly,  by set-off,  redemption,  purchase or in any
          other manner,  any payment of or security for the whole or any part of
          the Sponsor Obligations,  including, without limitation, any letter of
          credit or similar  credit support  facility to support  payment of the
          Sponsor Obligations.

     (2) Additional  Provisions Concerning  Subordination.  (i) The Sponsors and
each Credit Party agree that upon the occurrence of any Insolvency Event:

                           (A)      all Bank  Obligations  shall be paid in full
                                    in cash before any  payment or  distribution
                                    is  made  with   respect   to  the   Sponsor
                                    Obligations; and

                           (B)      any payment or distribution of assets of any
                                    Credit Party,  whether in cash,  property or
                                    securities,  to which any  Sponsor  would be
                                    entitled  except for the  provisions  hereof
                                    shall be paid or  delivered  by such  Credit
                                    Party,   or   any   receiver,   trustee   in
                                    bankruptcy,  liquidating trustee, disbursing
                                    agent or other Person making such payment or
                                    distribution, directly to the Administrative
                                    Agent,  for the account of the Banks, to the
                                    extent  necessary to pay in full in cash all
                                    Bank  Obligations,  before  any  payment  or
                                    distribution shall be made to any Sponsor.

                  (ii) If any payment or  distribution,  whether  consisting  of
money,  property  or  securities,  be  collected  or  received by any Sponsor in
respect of the Sponsor  Obligations,  such Sponsor  forthwith  shall deliver the
same to the  Administrative  Agent for the  account  of the  Banks,  in the form
received,  duly endorsed to the Administrative Agent, if required, to be applied
to the payment or prepayment of the Bank Obligations  until the Bank Obligations
are paid in full in cash. Until so delivered, such payment or distribution shall
be held in trust by such Sponsor as the property of the Banks,  segregated  from
other funds and properly held by such Sponsor.

     (3) Rights.  (i) So long as the Bank Obligations have not been paid in full
in cash, whether or not any "Insolvency Event" has occurred,

                  (A)      no Sponsor  will (1) exercise or seek to exercise any
                           rights or exercise any  remedies  with respect to any
                           Collateral, any Credit Document or this Participation
                           Agreement  (other  than the right to receive  payment
                           under  Section 5 hereof on or after the Sponsor  Loan
                           Repayment  Date)  or  (2)  institute  any  action  or
                           proceeding  with  respect to such rights or remedies,
                           including   without   limitation,   any   action   of
                           foreclosure or (3) contest,  protest or object to any
                           foreclosure  proceeding  or action  brought by any of
                           the Agents or any Bank or any other  exercise  by any
                           of the Agents or any Bank of any rights and  remedies
                           under any of the Credit Documents; and

                                       10
<PAGE>
                  (B)      the Administrative  Agent and the requisite number of
                           Banks shall have the  exclusive  right to  administer
                           the Credit  Agreement and the other Credit  Documents
                           and to enforce  any and all rights and  exercise  any
                           and  all  remedies  with  respect   thereto  and  the
                           Collateral.

                  (ii) In  exercising  rights and  remedies  with respect to the
Credit   Agreement,   the  other  Credit  Documents  and  the  Collateral,   the
Administrative  Agent  and  the  requisite  number  of  Banks  may  enforce  the
provisions of the Credit Documents and exercise remedies thereunder, all in such
order and in such  manner as they may  determine  in the  exercise of their sole
business  judgment.  Such  exercise  and  enforcement  shall  include,   without
limitation,  the rights to sell or  otherwise  dispose of  Collateral,  to incur
expenses in  connection  with such sale or  disposition  and to exercise all the
rights and remedies of a secured lender under the Uniform Commercial Code or any
other applicable law of any applicable jurisdiction.

                  (iii) Contemporaneously with and effective upon the occurrence
of the Bank Credit  Termination  Date,  the Credit  Documents  and all remaining
obligations  thereunder  shall  be  deemed  assigned  to  the  Sponsors  without
representation,  warranty or recourse  of any kind or nature  whatsoever  (other
than  beneficial  ownership)  and without the necessity of any further action by
any party. From and after the Bank Credit Termination Date, if the Sponsors,  or
any of them,  shall  receive any payment on account of the Sponsor  Loans and if
the Selling Banks are required to return to any of the Credit Parties, or any of
their respective bankruptcy estates, any amounts received in respect of the Bank
Obligations,  then the Sponsors  hereby agree to reimburse  the Selling Banks an
amount equal to the lesser of (a) the amounts  returned by the Selling  Banks to
any of the Credit Parties or their respective  bankruptcy  estates,  and (b) the
amounts  received  by the  Sponsors  on  account of the  Sponsor  Loans less any
amounts that the Sponsors have previously  returned to any of the Credit Parties
or any of their  respective  bankruptcy  estates  (subclauses  (a) and (b) above
being  collectively  referred  to  as  the  "Reimbursement  Obligations").   The
Reimbursement  Obligations  shall be secured by a retained  security interest in
favor of the  Administrative  Agent for the benefit of the Selling  Banks in the
obligations  due under the Credit  Documents and all  collateral  and guaranties
securing  such  obligations.  Following  the  effectiveness  of  the  assignment
referenced above, the  Administrative  Agent may resign as Administrative  Agent
and in such event, the Sponsors may appoint a successor  Administrative Agent in
accordance  with the  terms  of the  Credit  Agreement.  The  Sponsors  agree to
promptly  execute  and deliver or cause to be executed  and  delivered  all such
other and further instruments and documents, and promptly do or cause to be done
all such other and further things as may be necessary and  reasonably  required,
in order to perfect and protect the security  interest granted  hereunder and to
enable the Administrative  Agent, on behalf of the Selling Banks, to enforce the
security granted hereunder.

                  (iv)  Any  payment   collected  under  the  Credit   Agreement
(including,  but not limited to,  scheduled  payments of principal and interest,
mandatory  prepayments and optional  prepayments  thereunder) or under any other
Credit  Document  and money,  property  or  securities  realized  upon the sale,
disposition  or  other  realization  by the  Agents  upon all or any part of the
Collateral, shall be applied by the Agents in the following order:

                                       11
<PAGE>
                  (A)      First,  to the  payment  in  full  of all  costs  and
                           expenses (including,  without limitation,  attorneys'
                           fees  and  disbursements)  paid  or  incurred  by the
                           Agents or the Banks in connection with the collection
                           of any of the Bank  Obligations,  the  realization on
                           the  Collateral or the protection of their rights and
                           interests with respect thereto; and

                  (B)      Second,   to  the   payment   in  full  of  all  Bank
                           Obligations  in such order as  provided in the Credit
                           Documents,   giving   effect  to  the   subordination
                           provisions of this Participation Agreement; and

                  (C)      Third,   to  the  payment  in  full  of  all  Sponsor
                           Obligations  as  provided  for by this  Participation
                           Agreement; and

                  (D)      Fourth,   as directed   by  a  court   of   competent
                           jurisdiction or returned  to  the  applicable  Credit
                           Parties.

provided,  that if the Sponsor  Loan  Repayment  Date  occurs  prior to the Bank
Credit  Termination  Date,  then the Sponsors may receive  payment in accordance
with Section 5 hereof  without prior  application  as provided in subclauses (A)
and (B) above.

                  (v) The  Administrative  Agent's  and the Banks'  rights  with
respect  to the  Collateral  include  the  right  to  release  any or all of the
Collateral  from the Lien of any Credit  Document or in connection with the sale
of such Collateral,  notwithstanding  that the net proceeds of any such sale may
not be used to permanently prepay any Bank Obligations or Sponsor Obligations.

     (4) Consents of  Sponsors.  Each Sponsor  hereby  agrees that,  without the
necessity of any  reservation of rights against any Sponsor,  and without notice
to or further assent by any Sponsor:

          (A) any demand  for  payment of any Bank  Obligations  or any  Sponsor
     Obligations made by any of the Agents or any Bank may be rescinded in whole
     or in part by any such Agent or any such Bank,  and any Bank  Obligation or
     Sponsor  Obligation  may be  continued,  and the Bank  Obligations  and the
     Sponsor Obligations,  or the liability of any Borrower, any Credit Party or
     any other party upon or for any part thereof, or any collateral security or
     guarantee  therefor  or  right  of  offset  with  respect  thereto,  or any
     obligation or liability of Holdings,  any Borrower, any Credit Party or any
     other party under the Credit Agreement or any other Credit  Document,  may,
     from time to time,  in whole or in part,  be renewed,  extended,  modified,
     accelerated,   compromised,   waived,   surrendered,  or  released  by  the
     Administrative Agent or any Bank; and

                                       12
<PAGE>
          (B) the Credit  Agreement,  any Note and any other Credit Document may
     be amended, amended and restated, modified,  supplemented or terminated, in
     whole or in part, as the  Administrative  Agent or the requisite  number of
     Banks may deem  advisable from time to time, and any Collateral at any time
     held by the Administrative Agent or the Banks for the payment of any of the
     Bank Obligations or any of the Sponsor Obligations may be sold,  exchanged,
     waived, surrendered or released,

in each case all without notice to or further assent by any Sponsor,  which will
remain  bound under this  Participation  Agreement,  and all without  impairing,
abridging, releasing or affecting the subordination provided for herein.

     (5) Bank Obligations Unconditional.  All rights and interests of the Agents
and the Banks  hereunder,  and all agreements  and  obligations of the Sponsors,
Holdings,  the Borrowers and any other Credit Party  hereunder,  shall remain in
full force and effect irrespective of:

(1)                        any lack of validity or  enforceability of any of the
                           Credit Documents,  any Currency Protection Agreement,
                           any Interest  Rate  Agreement  or this  Participation
                           Agreement;

(2)                        any  change in the time,  manner or place of  payment
                           of, or in any other  term of,  all or any of the Bank
                           Obligations  or  the  Sponsor  Obligations,   or  any
                           amendment or waiver or other modification, whether by
                           course of conduct or  otherwise,  of the terms of the
                           Credit  Agreement,  any other  Credit  Document,  any
                           Interest  Rate  Agreement,  any  Currency  Protection
                           Agreement or this Participation Agreement;

(3)                        any  exchange,   release  or   nonperfection  of  any
                           security interest in any Collateral,  or any release,
                           amendment,  waiver or other modification,  whether in
                           writing or by course of conduct or otherwise,  of all
                           or  any  of  the  Bank  Obligations  or  the  Sponsor
                           Obligations or any guarantee thereof; or

(4)                        any  other   circumstances   which   otherwise  might
                           constitute a defense available to, or a discharge of,
                           Holdings,  any of the  Borrowers  or any other Credit
                           Party  in  respect  of the  Bank  Obligations  or the
                           Sponsor  Obligations,  or of any Sponsor or Holdings,
                           Borrowers,  or any other  Credit  Party in respect of
                           this Participation Agreement.

(6)                        Provisions Applicable After Bankruptcy; No Turnover.

                                       13
<PAGE>
(1)                        The provisions of this Participation  Agreement shall
                           continue in full force and effect notwithstanding the
                           occurrence  of any event  contemplated  under clauses
                           (a) or (c) of the definition of "Insolvency Event."

(2)                        To the extent that any  Sponsor  has or acquires  any
                           rights  under  Section  363  or  Section  364  of the
                           Bankruptcy Code with respect to the Collateral,  such
                           Sponsor  hereby  agrees  not to  assert  such  rights
                           without   the   prior   written    consent   of   the
                           Administrative Agent, provided, that, if requested by
                           the Administrative  Agent, such Sponsor shall seek to
                           exercise  such rights in the manner  requested by the
                           Administrative Agent.

(3)                        No  Sponsor  or any  Affiliate  thereof  (other  than
                           Canadian  Imperial Bank of Commerce,  CIBC,  Inc. and
                           Credit Agricole  Indosuez)  shall,  prior to and upon
                           the  occurrence  and  during the  continuance  of any
                           event or proceeding described in clause (a) or clause
                           (c) of the definition of "Insolvency Event" commenced
                           by or against any Credit Party, extend credit or make
                           other  financial  accommodations  to any Credit Party
                           that is entitled to priority or loan status  superior
                           or equal to that  granted to the Agents and the Banks
                           pursuant to the Credit Documents.

     8. Consent to Amendment No. 2. The Sponsors hereby consent to the terms and
provisions  of Amendment  No. 2. Each  Sponsor  waives any and all notice of the
creation, renewal, extension or accrual of any of the Bank Obligations or any of
the  Sponsor  Obligations,  the notice of or proof of reliance by the Banks upon
this  Participation  Agreement  and notice of  protest,  demand for  payment and
notice of default.  Amendment  No. 2 shall be deemed  conclusively  to have been
entered into by the Banks in reliance upon this Participation Agreement.

     9. Repayment of Certain Amounts by the Sponsors; Payment by Agent.
(a) If the  Administrative  Agent or any Bank  shall pay any amount to a Sponsor
pursuant hereto in the belief or expectation  that a related payment has been or
will be received or collected in  connection  with the Sponsor Loans or with any
of the Credit Documents and such related payment is not received or collected by
the Administrative  Agent or the appropriate Bank, as the case may be, then such
Sponsor will promptly on demand return such amount to the Administrative  Agent,
together with interest  thereon at the Effective  Federal Funds Rate (as defined
below). If the Administrative Agent or any Bank shall determine at any time that
any amount  received  or  collected  by it and  subsequently  paid to any of the
Sponsors  must be returned to either of the U.S.  Borrowers or paid to any other
Person  pursuant to any  insolvency  law, any sharing  clause in any document or
otherwise,  then,  notwithstanding  any other  provision  of this  Participation
Agreement to the contrary,  neither the Administrative  Agent nor any Bank shall
be required to distribute any portion thereof to any Sponsor, and the applicable
Sponsors  will  promptly  on demand by the  Administrative  Agent  repay  (which
obligation  shall survive the termination of this  Participation  Agreement) any

                                       14
<PAGE>

portion  thereof  that  either the  Administrative  Agent or any Bank shall have
distributed to any Sponsor, together with interest thereon at such rate, if any,
as  shall  be paid to the U.S.  Borrowers  or such  other  Person  with  respect
thereto. As used herein, "Effective Federal Funds Rate" shall mean, for any day,
the  weighted  average  of the  per  annum  rates  on  overnight  Federal  funds
transactions,  with members of the Federal  Reserve  System,  only,  arranged by
Federal funds brokers,  as published as of such day by the Federal  Reserve Bank
of New York.

                  (b) On or after the  occurrence of the Sponsor Loan  Repayment
Date,  the  Administrative  Agent will cause to be  distributed  on the same day
received  (if payment is actually  received by the  Administrative  Agent in New
York  prior to 2:00 P.M.  (New York  time) on such day)  funds  relating  to the
payment of  principal or interest on the Sponsor  Loans  ratably to the Sponsors
entitled  to  receive  any  such  payment.  If and to the  extent  that any such
distribution  shall  not be so made by the  Administrative  Agent in full on the
same day received (if payment is actually received by the  Administrative  Agent
prior to 2:00 P.M. (New York time) on such day), the Administrative  Agent shall
pay to each Sponsor its ratable  amount  thereof and each such Sponsor  shall be
entitled to receive from the Administrative Agent upon demand,  interest on such
amount at the Federal Funds Rate (according to the U.S. Council on International
Banking Interbank  Compensation  Rules), until the date the Administrative Agent
pays such amount to such Sponsor.  If payment is received by the  Administrative
Agent in New York later than 2:00 P.M.  (New York time),  such payment  shall be
deemed to have been made on the next succeeding Business Day.

     10.      No Responsibility of the Administrative Agent or the Banks.

     (1) Each of the Sponsors  acknowledges  that as a direct or indirect equity
owner of Holdings,  the direct or indirect (as applicable)  corporate  parent of
each of the U.S.  Borrowers,  it has had and  will  continue  to have,  complete
access to the Credit Documents and all other documents and information  relating
to the Loans under the Credit Agreement.  Neither the  Administrative  Agent nor
any of the Banks  makes any  representation,  and shall have no  responsibility,
with respect to (i) any financial information,  certificates,  receipts or other
documents  furnished or to be furnished to the Sponsors in  connection  with the
Sponsor  Loans  or the  Participations;  (ii)  the due  execution,  validity  or
enforceability  of  the  Loans  or  any  of  the  Credit  Documents;  (iii)  the
collectibility  of  the  Loans  or the  sufficiency  or  transferability  of any
Collateral or security therefor;  (iv) the priority or perfection of any Lien in
respect of the Loans or any of the Credit Documents;  (v) the financial or other
condition of the U.S.  Borrowers,  any of the other Credit  Parties or any other
Person  or (vi) the  performance  of the  U.S.  Borrowers  or any of the  Credit
Parties  of their  obligations  under any of the Credit  Documents.  Each of the
Sponsors  represents  that  it  has  made  such  independent  investigation  and
determination of the foregoing matters as it considers appropriate,  and accepts
full  responsibility  therefor.  Neither the  Administrative  Agent nor any Bank
shall be liable to a Sponsor for any error in  judgment or for any action  taken
or omitted to be taken by the Administrative  Agent or such Bank or any of their
respective  agents  except for gross  negligence  or willful  misconduct  of the
Administrative  Agent or any such Bank, as applicable,  as determined by a final
order or judgment of a court of competent jurisdiction.

                                       15
<PAGE>
     (2) None of the  Administrative  Agent or any Bank will have any obligation
whatsoever  to  furnish to the  Sponsors  copies of any  document,  certificate,
report and financial statement which the Administrative  Agent or any Bank shall
receive or generate from time to time with respect to the Credit Documents. Each
of the Sponsors  acknowledges and agrees that (i) it has no right to receive any
of the  documents,  certificates,  reports  or  financial  statements  which the
Administrative  Agent or any Bank shall  receive or  generate  from time to time
with  respect to the Credit  Documents  and (ii) it is not entitled to access to
confidential   or  privileged   information   or  any   information   which  the
Administrative  Agent or any Bank is  prohibited  from  disclosing by the Credit
Agreement or any other Credit Document.  Failure of the Administrative  Agent or
any Bank to provide  any  information  to the  Sponsors  shall not result in any
liability of the Administrative Agent or any Bank.

11.      Rights under the Credit Documents.

     (1) The  Administrative  Agent and the Selling Banks shall retain all their
respective  rights and powers under the Credit Documents other than the right to
retain for their own account  amounts of  principal  and interest on the Sponsor
Loans  allocable  to the  Participations  and to be  paid  to  the  Sponsors  in
accordance with this Participation Agreement.

     (2) The Administrative Agent and the Banks shall continue to administer all
the Loans under the Credit Agreement and all the Credit  Documents.  Each of the
Sponsors  hereby  irrevocably   designates  the  Administrative  Agent  and  the
requisite number of Banks under the Credit Documents as its exclusive agents for
the administration of the Sponsor Loans and enforcement of the Credit Documents.
The  Administrative   Agent  and  the  Banks  accept  such  appointment  on  the
understanding  that (i) they may use  their  sole  discretion  with  respect  to
exercising or refraining  from  exercising  any rights,  or taking or refraining
from taking any actions, which may be vested in any of them or which they may be
entitled to take or assert  under or in respect of any of the Credit  Documents,
including,  without  limitation,  rights and actions,  relating to any waiver or
amendment of any term thereof; (ii) they shall not be liable to any Sponsor with
respect to  anything  any of them may do or omit to do in  relation to the Loans
other than to account in accordance with this Participation Agreement for moneys
actually  received which are allocable to Participations in accordance with this
Participation  Agreement above; and (iii) the Administrative Agent and the Banks
may  accept  deposits  from,  make  loans or  otherwise  extend  credit  to, and
generally engage in any kind of banking,  trust or other business with, the U.S.
Borrowers,  any  of  the  other  Credit  Parties  or  any  other  Person  having
obligations  relating to the Loans, or the Credit  Documents and receive payment
on such loans or extensions  of credit and  otherwise  act with respect  thereto
freely and without  accountability  in the same manner as if the  Participations
did  not  exist.   Without  limiting  the  generality  of  the  foregoing,   the
Administrative  Agent  and the  Banks  (x) may  rely  upon the  advice  of legal

                                       16
<PAGE>
counsel,  accountants  and other experts  (including  those retained by the U.S.
Borrowers)  and upon any written  communication  or any  telephone  conversation
believed to be genuine and correct or to have been  signed,  sent or made by the
proper  person  or  entity;  (y)  shall  not be  required  to make  any  inquiry
concerning  the  performance  by the U.S.  Borrowers,  any of the  other  Credit
Parties or any other Person of any of its obligations  and liabilities  under or
relating to the Loans,  the Credit  Documents or the  Collateral;  and (z) shall
have no obligation to make any claim  against,  or to assert any Lien upon,  any
property held by any of them or to assert any offset there against.

     (3) The Credit  Agreement  provides  for the  election  of the  duration of
interest  periods  applicable to Loans  thereunder.  Neither the  Administrative
Agent nor any of the  Selling  Banks  will  have any  obligation  to advise  any
Sponsor of any notice the Administrative  Agent or such Selling Bank receives of
any such election;  provided, however, that upon the request of any Sponsor, the
Administrative  Agent will advise such Sponsor of any such elections made by the
U.S. Borrowers with respect to the Sponsor Loans.

     (4) Without  limiting the generality of the foregoing,  the  Administrative
Agent and each Selling Bank reserves the right,  in its sole  discretion in each
instance,  without prior notice to any Sponsor (a) to agree to the  modification
or waiver  of any of the  terms of the  Credit  Agreement  or any  other  Credit
Document, (b) to consent to any action or failure to act by the Borrowers or any
other Credit Party to the Credit  Documents  and (c) to exercise or refrain from
exercising any rights or remedies which the Administrative Agent or such Selling
Bank  may  have  under  the  Credit  Agreement  or any  other  Credit  Document,
including, without limitation, the right at any time, in its sole discretion, to
declare,  or refrain  from  declaring,  any Loan and/or any Note due and payable
when  permitted to do so pursuant to the Credit  Agreement  and to foreclose and
sell and  otherwise  deal  with,  or refrain  from  foreclosing  and  selling or
otherwise dealing with, any Collateral or to enforce, or refrain from enforcing,
the Credit Documents.

     12. Legal Action; Reimbursement of Expenses therefor. Until the Bank Credit
Termination  Date, each of the Sponsors agrees not to assert any direct right of
legal  redress  against  either of the U.S.  Borrowers,  any of the other Credit
Parties or any other  Person  having  obligations  relating  to the Loans or the
Credit  Documents,  with respect to the Sponsor  Loans or the Credit  Documents.
Each  of the  Sponsors  hereby  authorizes  the  Administrative  Agent  and  the
requisite  number of Banks to take legal  action to  enforce  or  protect  their
interests  with  respect to the Loans and the Credit  Documents as they may from
time to time see fit. If the Administrative Agent incurs any liabilities,  costs
or  expenses   (including  without  limitation  those  for  legal  services)  in
connection with the Loans or the Credit  Documents,  with any actual or proposed
amendment or waiver of any term thereof or restructuring or refinancing  thereof
or with any effort to enforce or protect  any rights or  interest  with  respect
thereto,  then each of the Sponsors will reimburse the  Administrative  Agent on
demand for such  Sponsor's  pro rata share of any  portion of such  liabilities,
costs  and  expenses  which  is not  reimbursed  by or on  behalf  of  the  U.S.
Borrowers,  which reimbursement  obligation will survive the termination of this
Participation Agreement.

                                       17
<PAGE>
13.      Assignments and Participations.

     (1) Any  Bank  may at any  time  or from  time  to  time  grant  to  others
assignments  of, or  participations  in, its Commitments and the Loans under the
Credit Agreement,  provided,  that (i) no Bank shall grant participations in the
portion of the  Acquisition  Term Loan Commitment and the Loans allocated to the
Participations  herein and (ii) each assignee  under any such  assignment  shall
expressly assume the rights and obligations under this Participation  Agreement.
Any such assignment or participation  shall continue to be treated as a Retained
Interest and any holder of such an assignment or participation shall be entitled
to the benefits of the subordination set forth in Section 7 hereof.

     (2) None of the Sponsors will sell,  assign,  transfer or otherwise dispose
of , or create, incur or suffer to exist any security interest,  lien, charge or
other  encumbrance  whatsoever  upon,  the Sponsor  Obligations,  the Additional
Sponsor Participation or any of the Sponsor Loans or any portion of any thereof,
or grant any subparticipation  therein, without the prior written consent of the
Administrative  Agent  and  the  Required  Banks;   provided,   that  any  sale,
assignment, transfer or other disposition to (i) Harnischfeger Corporation which
is  consummated  within  45 days of the  Effective  Date  (or  such  later  date
established by court order;  provided,  that any motion or  application  seeking
such court order shall have been filed with the applicable  court within 30 days
of the  Effective  Date) or (ii) to a Person who is a direct or indirect  equity
owner of the Company on the Effective Date,  shall not require the prior written
consent of the Administrative Agent and the Required Banks.

     14. Performance by Agents or Employees.  The  Administrative  Agent and the
Banks may  perform  any of their  obligations  under any  Credit  Documents  and
hereunder by or through  agents or employees and neither shall be liable for any
actions taken or omitted under the Credit Documents or hereunder.

          15. Representations and Agreements by Sponsors.

          (1) Each Sponsor  represents  and warrants to the Agents and the Banks
     that:

          (1) such Sponsor has the  corporate  power and authority and the legal
     right to execute  and deliver  and to perform  its  obligations  under this
     Participation  Agreement  and has taken all necessary  corporate  action to
     authorize its execution,  delivery and  performance  of this  Participation
     Agreement;

          (2)  this  Participation  Agreement  constitutes  a legal,  valid  and
     binding obligation of such Sponsor;

          (3) the execution, delivery and performance of this Agreement will not
     violate any provisions of any law, statute, rule, regulation,  order, writ,
     injunction  or  decree  of  any  court  or   governmental   instrumentality


                                       17
<PAGE>
     applicable  to any  Sponsor  or any  indenture,  mortgage,  deed of  trust,
     agreement or other  instrument to which any Sponsor is a party and will not
     result in the creation or imposition  of any Lien on any of the  properties
     or revenues of such Sponsor pursuant to any law, statute, rule, regulation,
     order,   writ,   injunction   or  decree  of  any  court  or   governmental
     instrumentality  affecting any Sponsor or any indenture,  mortgage, deed of
     trust, agreement or other instrument to which any Sponsor is a party;

          (4) no consent or authorization of, filing with, or other act by or in
     respect of, any arbitrator or governmental  authority and no consent of any
     other Person (including, without limitation, any stockholder or creditor of
     such  Sponsor),  is required in connection  with the  execution,  delivery,
     performance, validity or enforceability of this Participation Agreement;

          (5) such  Sponsor has not entered into any  agreement or  relationship
     with any  other  Person  that  would  prevent  it from  entering  into this
     Participation Agreement; and

          (6) such  Sponsor is a direct or indirect  equity owner of the Company
     and if such Sponsor is a limited liability company,  each of its members is
     a direct or indirect  equity  owner of the Company and if such Sponsor is a
     partnership,  each of its partners is a direct or indirect  equity owner of
     the Company.

     (2) Each Sponsor  confirms that (i) it has entered into this  Participation
Agreement  on  the  basis  of its  own  credit  evaluation  of,  or  independent
commercial  relationship  with, the Credit Parties,  based on such documents and
information as such Sponsor has deemed  appropriate,  independently  and without
reliance  upon  the  Administrative   Agent  or  any  of  the  Banks,  (ii)  the
Administrative Agent and the Banks have made no representations or warranties to
such Sponsor except for the  representation  and warranty expressly set forth in
the penultimate sentence of Section 2 hereof and (iii) no act hereafter taken by
the Administrative Agent or any of the Banks, including, without limitation, any
review of the affairs of the Credit  Parties,  shall be deemed to constitute any
representation  or  warranty  by the  Administrative  Agent or the  Banks to any
Sponsor.

     (3) Each Sponsor will continue to make,  independently and without reliance
upon the  Administrative  Agent or any of the Banks, and based on such documents
and information as it deems appropriate,  its own appraisal of and investigation
into the financial condition,  creditworthiness,  affairs,  status and nature of
the Credit Parties.

16.      Entire Agreement.
                                       19
<PAGE>
     (1) This Participation  Agreement supersedes any prior agreement,  and sets
forth the entire  agreement  between the parties  relating to the subject matter
hereof. None of the Agents or any Bank shall have any liability or obligation to
any Sponsor  relating to the  Participation  or the Loans except as specifically
set forth in this Participation Agreement.

     (2)  In  the  event  of  any  inconsistency   between  the  terms  of  this
Participation  Agreement  and those of the Credit  Agreement or any  Acquisition
Term Note, the terms of this Participation Agreement shall control.

     (3)  All  determinations  made  by the  Administrative  Agent  or any  Bank
relating to the  Participations  or the Loans shall be conclusive and binding on
the Sponsors, absent manifest error.

     17.  Invalidity;  Severability.  If any  provision  hereof would be invalid
under applicable law, then such provision shall be deemed modified to the extent
necessary to render it valid while most nearly  preserving its original  intent;
no provision hereof shall be affected by another provision of this Participation
Agreement being held invalid.

     18.  Notices.  All notices,  requests and demands under this  Participation
Agreement to be effective shall be in writing (or by telex, facsimile or similar
electronic  transfer confirmed in writing) and shall be deemed to have been duly
given  or made  (a) when  delivered  by hand or (b) if  given by mail,  five (5)
Business  Days after  deposit in the mails by  certified  mail,  return  receipt
requested,  or (c) if by telex,  facsimile or similar electronic transfer,  when
sent and receipt has been  confirmed,  if addressed to the  applicable  party to
whom  such  notice,  request  or  demand  is given or made,  at its  address  or
transmission  number for  notices  provided  on  Schedule 2 hereto.  The parties
hereto may change their addresses and transmission numbers for notices by giving
notice in the manner provided in this Section.

     19. Waivers and Amendments; Successors and Assigns.

     (1) None of the terms or provisions of this Participation  Agreement may be
waived,  amended,  supplemented  or  otherwise  modified  except  by  a  written
instrument executed by the Administrative Agent, the Required Selling Banks, the
Required  Sponsors and, if rights or obligations of Credit Parties are adversely
affected, the Credit Parties.

     (2) This  Participation  Agreement  shall be binding  upon and inure to the
benefit of the successors and assigns of the parties hereto.

     20. Indemnity by the Sponsor. Each Sponsor agrees (a) to indemnify and hold
harmless  the  Administrative  Agent,  each  Selling  Bank  and  its  directors,
officers, employees,  attorneys and agents (each an "Indemnified Party") (to the
full extent  permitted by  applicable  law) from and against any and all claims,
demands, losses,  judgments,  damages and liabilities (including liabilities for
penalties) of whatsoever  nature,  and (b) to pay to each  Indemnified  Party an

                                       20
<PAGE>

amount equal to the amount of all costs and expenses,  including  legal fees and
disbursements,  solely  with  regard  to both  (a) and  (b),  growing  out of or
resulting from any  misrepresentation or breach of this Participation  Agreement
(including,  without  limitation,  in respect of any breach of representation or
warranty set forth in Section 15 hereof) or the Credit Documents by the Sponsor,
but  excluding  therefrom,  in  each  case,  all  claims,  losses,  damages  and
liabilities of an  Indemnified  Party arising out of or resulting from the gross
negligence or willful  misconduct of such  Indemnified  Party as determined by a
final order or  judgment of a court of  competent  jurisdiction.  The  foregoing
indemnity  agreement  includes  any costs  incurred by an  Indemnified  Party in
connection  with any action or proceeding  which may be instituted in respect of
the foregoing by the Indemnified Party or by any other Person either against the
Indemnified Party or in connection with which any Indemnified Party is called as
a witness or deponent,  including,  but not limited to, any out-of-pocket  costs
incurred by the  Indemnified  Party in  appearing  as a witness or in  otherwise
complying  with legal  process  served  upon it. To the  extent  indemnification
payments  made  by a  Sponsor  pursuant  to  this  Section  20 are  subsequently
recovered  by an  Indemnified  Party from any other Person  (including,  without
limitation,  any Credit Party) such Indemnified  Party will promptly refund such
payments to such Sponsor.

     The indemnity  contained in this Section 20 shall survive the expiration or
earlier termination of this Participation Agreement.

     21. Payments under Chartwell Management Consulting  Agreement.  The parties
hereto  hereby agree that,  from and after the Effective  Date,  notwithstanding
anything to the contrary  contained  herein,  in the Credit  Agreement or in the
Chartwell  Management  Consulting  Agreement,  Chartwell  shall be  entitled  to
receive  payment for management  services  pursuant to the Chartwell  Management
Consulting  Agreement  in an amount not to exceed  $500,000  in cash on or about
each  April 1 and  October 1 of each year plus  reasonable  expenses;  provided,
however,  that (a) 50% of such fees due on each such date to Chartwell  shall be
deferred  until the Sponsor Loan  Repayment Date and (b) 100% of such fees shall
accrue  and not be paid by the  Company  at any time  after the  occurrence  and
during the  continuance  of an Event of Default  pursuant to Section 8.01 of the
Credit  Agreement  until such Event of Default is cured,  whereupon (1) if it is
prior to the Sponsor Loan  Repayment  Date,  50% of such accrued and unpaid fees
may be paid to Chartwell and (2) if it is on or after the Sponsor Loan Repayment
Date, 100% of such accrued and unpaid fees may be paid to Chartwell.

     22. CHOICE OF LAW. THIS  PARTICIPATION  AGREEMENT  SHALL IN ALL RESPECTS BE
CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

     23. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY  WAIVES,  AND COVENANTS
THAT IT WILL NOT ASSERT  (WHETHER AS  PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY
RIGHT TO TRIAL BY JURY IN ANY FORUM IN  RESPECT  OF ANY  ISSUE,  CLAIM,  DEMAND,
ACTION,  OR CAUSE OF ACTION  ARISING  OUT OF OR BASED  UPON  THIS  PARTICIPATION

                                       21
<PAGE>

AGREEMENT  OR THE SUBJECT  MATTER  HEREOF OR ANY CREDIT  DOCUMENT,  IN EACH CASE
WHETHER  NOW  EXISTING  OR  HEREAFTER  ARISING OR WHETHER IN CONTRACT OR TORT OR
OTHERWISE.  EACH  PARTY  ACKNOWLEDGES  THAT IT HAS BEEN  INFORMED  BY THE  OTHER
PARTIES  HERETO  THAT THE  PROVISIONS  OF THIS  SECTION  CONSTITUTE  A  MATERIAL
INDUCEMENT UPON WHICH SUCH OTHER PARTIES HAVE RELIED,  ARE RELYING AND WILL RELY
IN ENTERING INTO THIS  PARTICIPATION  AGREEMENT.  ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF ANY OTHER PARTY TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

     24.  SERVICE  OF  PROCESS.  EACH  SPONSOR  AND  EACH  CREDIT  PARTY  HEREBY
IRREVOCABLY  SUBMITS ITSELF TO THE JURISDICTION OF THE STATE COURTS OF THE STATE
OF NEW YORK IN NEW YORK  COUNTY AND TO THE  JURISDICTION  OF THE  UNITED  STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY,
FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED
UPON THIS  PARTICIPATION  AGREEMENT OR THE SUBJECT  MATTER HEREOF BROUGHT BY THE
ADMINISTRATIVE AGENT, A BANK OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN
EITHER OF THE  ABOVE-REFERENCED  FORUMS AT THE SOLE OPTION OF THE ADMINISTRATIVE
AGENT OR SUCH BANK (AS  APPLICABLE).  EACH  SPONSOR AND EACH CREDIT PARTY TO THE
EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES,  AND AGREES NOT TO ASSERT,
BY WAY OF  MOTION,  AS A DEFENSE,  OR  OTHERWISE,  IN ANY SUCH  SUIT,  ACTION OR
PROCEEDING  BROUGHT IN SUCH COURTS,  ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY
TO THE  JURISDICTION OF THE ABOVE-NAMED  COURTS,  THAT ITS PROPERTY IS EXEMPT OR
IMMUNE FROM  ATTACHMENT  OR  EXECUTION,  THAT THE SUIT,  ACTION OR PROCEEDING IS
BROUGHT  IN AN  INCONVENIENT  FORUM,  THAT THE  VENUE  OF THE  SUIT,  ACTION  OR
PROCEEDING  IS  IMPROPER  OR THAT THIS  PARTICIPATION  AGREEMENT  OR THE SUBJECT
MATTER  HEREOF MAY NOT BE ENFORCED IN OR BY SUCH  COURT,  (B) HEREBY  WAIVES THE
RIGHT  TO  REMOVE  ANY  SUCH  ACTION,  SUIT  OR  PROCEEDING  INSTITUTED  BY  THE
ADMINISTRATIVE  AGENT OR A BANK IN STATE COURT TO FEDERAL COURT,  AND (C) HEREBY
WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR
COUNTERCLAIMS  EXCEPT  COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM
THE SAME SUBJECT  MATTER.  EACH SPONSOR AND EACH CREDIT PARTY HEREBY CONSENTS TO
SERVICE  OF  PROCESS BY MAIL AT THE  ADDRESS  TO WHICH  NOTICES  ARE TO BE GIVEN
PURSUANT TO SECTION 18 HEREOF.  EACH  SPONSOR AND EACH CREDIT  PARTY AGREES THAT

                                       22
<PAGE>

ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE
FOR THE  EXPRESS  BENEFIT  OF THE  ADMINISTRATIVE  AGENT  AND EACH  BANK.  FINAL
JUDGMENT  AGAINST  A  SPONSOR  OR A CREDIT  PARTY IN ANY  SUCH  ACTION,  SUIT OR
PROCEEDING  SHALL BE CONCLUSIVE,  AND MAY BE ENFORCED IN ANY OTHER  JURISDICTION
(A) BY SUIT,  ACTION OR PROCEEDING ON THE JUDGMENT,  A CERTIFIED OR TRUE COPY OF
WHICH  SHALL  BE  CONCLUSIVE   EVIDENCE  OF  THE  FACT  AND  OF  THE  AMOUNT  OF
INDEBTEDNESS,  LIABILITY  OR OTHER  OBLIGATION  OF A SPONSOR  OR A CREDIT  PARTY
THEREIN  DESCRIBED OR (B) IN ANY OTHER  MANNER  PROVIDED BY, OR PURSUANT TO, THE
LAWS OF SUCH OTHER  JURISDICTION,  PROVIDED,  HOWEVER,  THAT, THE ADMINISTRATIVE
AGENT, AND TO THE EXTENT PERMITTED BY THE CREDIT DOCUMENTS,  ANY BANK MAY AT ITS
OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL  PROCEEDINGS AGAINST A SPONSOR OR
A CREDIT PARTY OR ANY OF THEIR  RESPECTIVE  ASSETS IN ANY STATE OR FEDERAL COURT
OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE SUCH SPONSOR,  SUCH CREDIT
PARTY OR SUCH ASSETS MAY BE FOUND.

     25. Execution in Counterparts. This Participation Agreement may be executed
in  counterparts,  each of which shall be deemed to constitute an original,  but
all of which, when taken together, shall constitute one and the same instrument.
Signature  pages may be detached from  counterpart  documents and reassembled to
form duplicate  executed  originals.  Delivery of an executed  signature page to
this  Participation  Agreement by facsimile  shall be effective as delivery of a
manually executed counterpart of this Participation Agreement.

     26. Expenses. Whether or not this Participation Agreement becomes effective
or the transactions  contemplated hereby are consummated,  each of the Borrowers
agrees, on a joint and several basis, to pay all out-of-pocket expenses incurred
by the  Administrative  Agent in connection with the preparation,  execution and
delivery  of  this   Participation   Agreement   and  any  other   documentation
contemplated hereby,  including,  but not limited to, the fees and disbursements
of counsel for the Administrative Agent.

     27.  Headings.  The headings of this  Participation  Agreement  are for the
purposes of reference only and shall not affect the construction of, or be taken
into consideration in interpreting, this Participation Agreement.

     28. Provisions Relating to Collateral and Loan Documents.

     (1) All  Credit  Documents  shall  be held by the  Selling  Banks  or their
respective  agents in their respective  names;  provided,  however,  that to the
extent  of the  Sponsor's  undivided  Participation,  in  accordance  with  this
Participation  Agreement, the Credit Documents shall be held by the Selling Bank
or its agent for the benefit of the Sponsors.

     (2) All Collateral shall be held by the  Administrative  Agent on behalf of
the Selling Banks. (1)

                                       23
<PAGE>

     (3)  Notwithstanding  the  provisions  of  paragraphs  (a)  and (b) of this
Section 28, the  Sponsors  shall have no interest in (i) any  property  taken as
collateral  security for any other loan or loans (other than in connection  with
the Credit  Agreement) made to a Borrower by a Selling Bank or (ii) any property
now or hereafter in the possession or control of the  Administrative  Agent or a
Selling  Bank or its agent which may be or become  collateral  security  for the
Loans by reason of (A) the general  description  contained  in any general  loan
agreement, note, security agreement or other collateral document (other than the
Credit Agreement or other Credit Document) held by the Administrative Agent or a
Selling  Bank  or (B) any  right  of  set-off,  counterclaim,  banker's  lien or
otherwise,  provided,  however,  that if such  property or the proceeds  thereof
shall be applied in reduction of the Loans,  then the Sponsors shall be entitled
to its share in such application to the extent provided herein.

     29.  Further  Assurances.  The Sponsor and each Credit Party,  at their own
expense  and at any time  from time to time,  upon the  written  request  of the
Administrative  Agent,  will  promptly and duly execute and deliver such further
instruments  and documents and take such further  actions as the  Administrative
Agent  reasonable  may request for the purposes of obtaining or  preserving  the
full  benefits  of this  Participation  Agreement  and of the  rights and powers
herein granted.

     30.  Powers  Coupled  With An  Interest.  All  powers,  authorizations  and
agencies contained in this Participation  Agreement are coupled with an interest
and are irrevocable until the Bank Credit Termination Date.

                            [Signature Pages follow.]

                                       24
<PAGE>

     Subordination and Participation  Agreement IN WITNESS WHEREOF,  the parties
hereto  have  caused  this  Participation  Agreement  to be  executed  by  their
respective duly authorized officers.

ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK
OF COMMERCE, as Administrative Agent


By:______________________________
     Name:
     Title:


SELLING BANKS:

CIBC INC.


By:______________________________
     Name:
     Title:


CREDIT AGRICOLE INDOSUEZ


By:______________________________
     Name:
     Title:


By:______________________________
     Name:
     Title:


BANKBOSTON, N.A.


By:______________________________
     Name:
     Title:

<PAGE>


ABN-AMRO BANK N.V.


By:______________________________
      Name:
      Title:


BANK AUSTRIA CREDITANSTALT
  CORPORATE FINANCE, INC.


By:______________________________
      Name:
      Title:


By:______________________________
      Name:
      Title:


THE FIRST NATIONAL BANK OF CHICAGO


By:______________________________
      Name:
      Title:


FIRST UNION NATIONAL BANK


By:______________________________
      Name:
      Title:

<PAGE>


FLEET NATIONAL BANK


By:______________________________
      Name:
      Title:

RIGGS BANK N.A.


By:______________________________
      Name:
      Title:


FLEET BUSINESS CREDIT CORPORATION


By:______________________________
      Name:
      Title:


WELLS FARGO BANK, N.A.


By:______________________________
      Name:
      Title:


SPONSORS:

MARTIN CRANE L.L.C.


By:______________________________
      Name:
      Title:


<PAGE>


ACKNOWLEDGED AND AGREED TO BY:

CREDIT PARTIES:

MMH HOLDINGS, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


MORRIS MATERIAL HANDLING, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


MORRIS MATERIAL HANDLING, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


MORRIS MATERIAL HANDLING
  EQUIPMENT LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


MONDEL ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


<PAGE>

KAVERIT STEEL AND CRANE ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


MHE TECHNOLOGIES, INC.


By: /s/ David W. Dupert
      Name: David W. Dupert
      Title:   President


PHMH HOLDING COMPANY


By: /s/ David W. Dupert
      Name: David W. Dupert
      Title:   President


MATERIAL HANDLING EQUIPMENT
  NEVADA CORPORATION


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


CMH MATERIAL HANDLING, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


<PAGE>


EPH MATERIAL HANDLING, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


HARNISCHFEGER DISTRIBUTION &
  SERVICE, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


HPH MATERIAL HANDLING, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


MERWIN, LLC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Manager


MORRIS MECHANICAL HANDLING, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary

<PAGE>


MPH CRANE, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


NPH MATERIAL HANDLING, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


PHME SERVICE, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


SPH CRANE & HOIST, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


MHE CANADA ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary

<PAGE>


3016117 NOVA SCOTIA ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


HYDRAMACH ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


BUTTERS ENGINEERING SERVICES LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


INVERCOE ENGINEERING LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


LOWFILE LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director

<PAGE>


REDCROWN ULC


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


MMH (HOLDINGS) LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


MORRIS MATERIAL HANDLING LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


M.M.H. INTERNATIONAL LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Director


MORRIS MATERIAL HANDLING MEXICO
  S.A. DE C.V.


By: /s/ Peter A. Kerrick
      Name: Peter A. Kerrick
      Title:   Director
<PAGE>


BIRMINGHAM CRANE & HOIST, INC.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


ARIZONA MOTOR AND CONTROL CORPORATION


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


DAJU HOLDINGS LTD.


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


OVERHEAD CRANE SERVICE & SUPPLY
  COMPANY LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary


OVERHEAD CRANE SERVICE AND SUPPLY
  COMPANY (SUDBURY) LIMITED


By: /s/ Martin L. Ditkof
      Name: Martin L. Ditkof
      Title:   Secretary

MORRIS MATERIAL HANDLING
AUSTRALIA PTY LIMITED


By: /s/ Michael John Maddock
      Name: Michael John Maddock
      Title: Director


MORRIS JDN PTY LIMITED


By: /s/ Michael John Maddock
      Name: Michael John Maddock
      Title: Director

MORRIS POWERLEC PTY LIMITED


By: /s/ Michael John Maddock
      Name: Michael John Maddock
      Title: Director


<PAGE>

                                   Schedule 1

A. Percentage of the Additional Sponsor Participation purchased by each Sponsor:
         Martin Crane L.L.C.        100%

B. Aggregate amount of unfunded Total Acquisition Term Loan Commitment purchased
by each Sponsor:

         Martin Crane L.L.C.        $20,501,008.11

C.  Amount of the
         unfunded Acquisition
         Term Loan
         Commitment
         of each
         Selling Bank
         purchased by
         each Sponsor:

                                                       Martin Crane L.L.C.

CIBC Inc.                                                       $2,821,239.67
Credit Agricole Indosuez                                        $2,068,909.07
Bank Boston, N.A.                                               $2,256,991.72
ABN-AMRO Bank N.V.                                              $1,692,743.79
Bank Austria Creditanstalt Corporate Finance, Inc.              $2,068,909.07
The First National Bank of Chicago                              $1,692,743.79
First Union National Bank                                       $2,068,909.07
Fleet National Bank                                             $2,068,909.07
Fleet Business Credit Corporation                               $1,692,743.79
Wells Fargo Bank, N.A.                                          $2,068,909.07
                                                                ---------------
                                            Total               $20,501,008.11

<PAGE>

                                                                      Schedule 2

                       Addresses and Transmission Numbers
                                   for Notices

Administrative Agent:

Canadian Imperial Bank of Commerce              425 Lexington Avenue
                                                New York, NY 10017
                                                F:212-856-3991
                                                Contact: Lindsay Gordon

Selling Banks:

CIBC Inc.                                       425 Lexington Avenue
                                                New York, NY 10017
                                                F:212-856-3991
                                                Contact: Lindsay Gordon

Credit Agricole Indosuez                        1211 Avenue of the Americas
                                                New York, NY 10036
                                                F:212-278-2285
                                                Contact: Matthew Linett

Bank Boston, N.A.                               100 Federal Street
                                                Boston, MA 02110
                                                F:617-434-4929
                                                Contact:  Linda Alto

ABN-AMRO Bank N.V.                              North American Special Credits
                                                10 East 53rd Street
                                                New York, NY 10022
                                                F:212-891-0650
                                                Contact:  William Fitzgerald

Bank Austria Creditanstalt                      4 Embarcadero Center, Suite 630
Corporate Finance, Inc.                         San Francisco, CA 94111
                                                F:415-781-0622
                                                Contact:  Patrick J. Rounds

<PAGE>

                                     Page 2
                                   Schedule 2
 The First National Bank                       One First National Plaza
 of Chicago                                    Mail Suite 0088
                                               Chicago, IL  60670
                                               F:312-732-5161
                                               Contact:  Deborah Stevens

 First Union National Bank                     One First Union Center
                                               301 S. College, 5th Floor
                                               Charlotte, NC 28288-7045
                                               F:704-374-4793
                                               Contact:  Scott Santa Cruz

 Fleet National Bank                           Mail Code: RIMOM20A
                                               111 Westminster Street
                                               Providence, RI 02903
                                               F:401-278-6026
                                               Contact:  Alisa Cure

 Fleet Business Credit                         500 Greenpointe Center West
 Corporation                                   Teaneck, NJ 07666
                                               F:201-836-4744
                                               Contact: Alan Lyster

 Wells Fargo Bank, N.A.                        1445 Ross Avenue, Suite 400
                                               Dallas, TX 75202
                                               F:214-777-4044
                                               Contact:  Dana D. Cagle

Sponsors:

Martin Crane L.L.C.                            717 Fifth Avenue, 23rd Floor
                                               New York, NY 10022
                                               F:212-521-5533
                                               Contact:  David Stonehill

Credit  Parties:  The  address  and  transmission  number for each of the Credit
Parties is:

                                    4915 South Howell Avenue
                                    Milwaukee, WI 53207
                                    F: 414-486-6146
                                    Contact:  Martin Ditkof