YALE INDUSTRIAL PRODUCTS INC
EXHIBIT 10.1 INTERCREDITOR AGREEMENT - 2010 BONDS
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>intercr.txt
<DESCRIPTION>EXHIBIT 10.1 INTERCREDITOR AGREEMENT - 2010 BONDS
<TEXT>


                                                                  EXECUTION COPY




                             INTERCREDITOR AGREEMENT

                                            INTERCREDITOR AGREEMENT, dated as of
                                    July   22,   2003,   among   FLEET   CAPITAL
                                    CORPORATION,  as  Credit  Agent,  U.S.  Bank
                                    Trust  National  Association,   as  Trustee,
                                    COLUMBUS   MCKINNON   CORPORATION  and  each
                                    SUBSIDIARY  GUARANTOR  listed on  Schedule I
                                    hereto.

                              W I T N E S S E T H :

                  WHEREAS,  the  Company  (such term and each other  capitalized
term used herein  having the meanings set forth in Section 1 below),  certain of
its Subsidiaries,  certain lenders, Fleet Capital Corporation, as administrative
agent, Fleet National Bank, as Issuing Lender,  Congress  Financial  Corporation
(New England),  as Co-Syndication  Agent, Key Bank N.A., as Co-Syndication Agent
and Merrill Lynch Capital,  as  Documentation  Agent, are parties to the Amended
and Restated  Credit and Security  Agreement,  dated as of November 21, 2002, as
amended (as further  amended,  supplemented  or otherwise  modified from time to
time, the "CREDIT AGREEMENT");

                  WHEREAS,  the  Obligations  of the  Company  under the  Credit
Agreement are secured by various assets of the Company and certain  Subsidiaries
thereof;

                  WHEREAS, the Company,  certain Subsidiaries of the Company and
the  Trustee  have  entered  into the  Indenture  dated as of July 22,  2003 (as
amended, supplemented or otherwise modified from time to time, the "INDENTURE"),
pursuant to which the Notes shall be governed;

                  WHEREAS,  the  Company and  certain  lenders  under the Credit
Agreement have entered into a Second  Amendment,  dated as of July 22, 2003 (the
"AMENDMENT"), to the Credit Agreement that, among other things, permits, subject
to certain  terms and  conditions,  (a) the  issuance of up to  $125,000,000  in
aggregate principal amount of the Notes by the Company and (b) a second-priority
Lien  (subject  to the Lien in  favor of the  Credit  Agent)  on the  Noteholder
Collateral to secure the Noteholder Claims; and

                  WHEREAS,  it is a condition  precedent to the effectiveness of
the Amendment that the parties hereto enter into this Agreement;

                  Now, THEREFORE, in consideration of the foregoing,  the mutual
covenants  and  obligations  herein  set forth and for other  good and  valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

                  SECTION 1. (A)  DEFINITIONS.  As used in this  Agreement,  the
following terms have the meanings specified below:


                  "AGREEMENT"  means  this  Agreement,   as  amended,   renewed,
extended,  supplemented  or otherwise  modified  from time to time in accordance
with the terms hereof.


<PAGE>
                                                                               2


                  "AMENDMENT" has the meaning set forth in the recitals hereto.

                  "BANKRUPTCY  LAW" means Title 11 of the United States Code and
any similar Federal, state or foreign law for the relief of debtors.

                  "BUSINESS  DAY" means any day other than a Saturday,  a Sunday
or a day that is a legal  holiday  under the laws of the State of New York or on
which  banking  institutions  in the  State of New York or the  Commonwealth  of
Massachusetts are required or authorized by law or other governmental  action to
close.

                  "CASH  MANAGEMENT  OBLIGATIONS"  means,  with  respect  to any
Person,  all  obligations  of such Person in respect of  overdrafts  and related
liabilities  owed to any other Person that arise from  treasury,  depositary  or
cash management  services,  including any automated  clearing house transfers of
funds or any similar transactions.

                  "COMMON  COLLATERAL"  means all of the assets of any  Grantor,
whether real, personal or mixed,  constituting both Senior Lender Collateral and
Noteholder Collateral.

                  "COMPANY"  means  Columbus  McKinnon  Corporation,  a New York
corporation, and its successors.

                  "COMPARABLE NOTEHOLDER COLLATERAL DOCUMENT" means, in relation
to any Common Collateral subject to any Lien created under any Senior Collateral
Document,  that Noteholder  Collateral  Document that creates a Lien on the same
Common Collateral, granted by the same Grantor.

                  "CREDIT  AGENT"  means  Fleet  Capital  Corporation,   in  its
capacity as administrative agent under the Credit Agreement,  and its successors
as  collateral  agent for the Senior  Lenders (or if there is more than one such
successor agent, such agent as is designated as "Credit Agent" by Senior Lenders
holding a majority  of the Senior  Lender  Claims  then  outstanding)  under the
Senior Credit Agreement exercising substantially the same rights and powers.

                  "DEPOSIT  ACCOUNT"  has the  meaning  set forth in the Uniform
Commercial Code.

                  "DEPOSIT  ACCOUNT  COLLATERAL"  means  that part of the Common
Collateral comprised of Deposit Accounts.

                  "DISCHARGE  OF  SENIOR  LENDER  CLAIMS"  means,  except to the
extent  otherwise  provided in Section  5.6,  payment in full in cash of (a) all
Obligations  in respect of all  outstanding  First-Lien  Indebtedness  or,  with
respect to letters of credit outstanding thereunder, delivery of cash collateral
or  backstop  letters  of credit in  respect  thereof  in  compliance  with such
First-Lien Indebtedness,  as applicable, in each case after or concurrently with
termination  of all  commitments  to extend credit  thereunder and (b) any other
Senior Lender Claims that are due and payable or otherwise  accrued and owing at
or prior to the time such principal and interest are paid.

                  "FIRST-LIEN  INDEBTEDNESS"  means  (a)  Indebtedness  Incurred
pursuant to the Credit  Agreement  and (b) any other  Indebtedness  that, in the
case of both clauses (a) and (b), is (i) Incurred pursuant to Section 4.03(b)(1)


<PAGE>
                                                                               3


of the Indenture, (ii) secured by a Permitted Lien (as defined in the Indenture)
described  in clause (7) of the  definition  thereof  and (iii)  (except for the
Indebtedness  Incurred  pursuant  to the  Credit  Agreement)  designated  by the
Company as "First-Lien Indebtedness" for purposes of the Indenture.

                  "FUTURE   FIRST-LIEN   INDEBTEDNESS"   means  any   First-Lien
Indebtedness other than Indebtedness Incurred pursuant to the Credit Agreement.

                  "GRANTORS" means the Company and each of the Subsidiaries that
has  executed  and  delivered  a  Noteholder  Collateral  Document  or a  Senior
Collateral Document.

                  "HEDGING  OBLIGATIONS"  means, with respect to any Person, all
obligations  and  liabilities  of such Person in respect of (a) interest rate or
currency swap  agreements,  interest rate or currency cap  agreements,  interest
rate or currency  collar  agreements  or (b) other  agreements  or  arrangements
designed to protect such Person  against  fluctuations  in interest rates and/or
currency exchange rates.

                  "INDEBTEDNESS"   means  and  includes  all  obligations   that
constitute  "Indebtedness"  within the  meaning of the  Indenture  or the Senior
Credit Agreement.

                  "INDENTURE" has the meaning set forth in the recitals hereto.

                  "INSOLVENCY OR LIQUIDATION PROCEEDING" means (a) any voluntary
or involuntary  case or proceeding  under any Bankruptcy Law with respect to any
Grantor,  (b) any other voluntary or involuntary  insolvency,  reorganization or
bankruptcy case or proceeding, or any receivership,  liquidation, reorganization
or other similar case or proceeding  with respect to any Grantor or with respect
to  any  of  their  respective   assets,   (c)  any  liquidation,   dissolution,
reorganization or winding up of any Grantor whether voluntary or involuntary and
whether or not involving  insolvency or bankruptcy or (d) any assignment for the
benefit of creditors or any other  marshalling of assets and  liabilities of any
Grantor.

                  "LIEN" means, with respect to any asset, any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset.

                  "NOTEHOLDER  CLAIMS" means all  Obligations  in respect of the
Notes or arising under the  Noteholder  Documents or any of them,  including all
fees and expenses of the Trustee thereunder.

                  "NOTEHOLDER  COLLATERAL"  means  all  of  the  assets  of  any
Grantor,  whether  real,  personal  or mixed,  with  respect  to which a Lien is
granted as security for any Noteholder Claim.

                  "NOTEHOLDER   COLLATERAL   DOCUMENTS"   means  the  Noteholder
Security  Agreement,   the  Noteholder  Mortgages  and  any  other  document  or
instrument  pursuant  to which a Lien is  granted  by any  Grantor to secure any
Noteholder  Claims or under which  rights or remedies  with  respect to any such
Lien are governed.

                  "NOTEHOLDER DOCUMENTS" means (a) the Indenture, the Notes, the
Noteholder Collateral Documents and (b) any other related document or instrument


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                                                                               4


executed and delivered  pursuant to any Noteholder  Document described in clause
(a) above evidencing or governing any Obligations thereunder.

                  "NOTEHOLDER  MORTGAGES"  means a collective  reference to each
mortgage,  deed of trust and any other  document or  instrument  under which any
Lien on real property  owned by any Grantor is granted to secure any  Noteholder
Claims or under  which  rights or  remedies  with  respect to any such Liens are
governed.

                  "NOTEHOLDER   SECURITY   AGREEMENT"   means   the   Collateral
Agreement,  dated as of July 22, 2003, among the Company, the other Grantors and
the Trustee.

                  "NOTEHOLDERS" means the Persons holding Noteholder Claims.

                  "NOTES"  means (a) the initial  $115.0 in principal  amount of
10% Senior  Secured  Notes due 2010 to be issued by the Company  pursuant to the
Indenture, (b) the exchange notes issued in exchange therefor as contemplated by
the  Registration  Rights  Agreement  dated as of July  22,  2003,  between  the
Company,  certain  Subsidiaries  of the Company and the Initial  Purchasers  (as
defined  therein) and (c) any additional notes issued under the Indenture by the
Company, to the extent permitted by the Indenture.

                  "OBLIGATIONS" means, with respect to any Indebtedness, any and
all obligations  with respect to the payment of (a) any principal of or interest
(including  interest  accruing on or after the commencement of any Insolvency or
Liquidation  Proceeding,  whether  or not a claim for  post-filing  interest  is
allowed  in such  proceeding)  or  premium on any  Indebtedness,  including  any
reimbursement  obligation  in respect  of any  letter of  credit,  (b) any fees,
indemnification   obligations,   expense  reimbursement   obligations  or  other
liabilities payable under the documentation governing such Indebtedness, (c) any
obligation to post cash collateral in respect of letters of credit and any other
obligations and/or (d) any Cash Management Obligations or Hedging Obligations in
connection with such Indebtedness.

                  "PERSON"  means  any  natural  person,  corporation,   limited
liability company,  trust,  joint venture,  association,  company,  partnership,
entity or other party,  including any government and any political  subdivision,
agency or instrumentality thereof.

                  "PLEDGED  COLLATERAL"  means (a) the Common  Collateral in the
possession  of the Credit Agent (or its agents or  bailees),  to the extent that
possession  thereof is  necessary  to perfect a Lien  thereon  under the Uniform
Commercial Code and (b) the "Pledged  Collateral"  under, and as defined in, the
Noteholder Security Agreement that is Common Collateral.

                  "PROCEEDS" has the meaning set forth in Section 4.1.

                  "RECOVERY" has the meaning set forth in Section 6.4.

                  "REQUIRED  LENDERS"  means,  with respect to any Senior Credit
Agreement,  those Senior Lenders the approval of which is required to approve an
amendment  or  modification  of,  termination  or waiver of any  provision of or
consent or departure  from the Senior Credit  Agreement (or would be required to
effect such  consent  under this  Agreement  if such  consent were treated as an
amendment of the Senior Credit Agreement).


<PAGE>
                                                                               5


                  "SENIOR COLLATERAL DOCUMENTS" means the Security Documents (as
defined in the Credit Agreement) and any other agreement, document or instrument
pursuant to which a Lien is granted  securing any Senior  Lender Claims or under
which rights or remedies with respect to such Liens are governed.

                  "SENIOR CREDIT  AGREEMENT"  means the Credit Agreement and any
other agreement governing Future First-Lien Indebtedness.

                  "SENIOR  LENDER CASH  MANAGEMENT  OBLIGATIONS"  means any Cash
Management  Obligations  secured  by any  Common  Collateral  under  the  Senior
Collateral Documents.

                  "SENIOR LENDER  CLAIMS" means (a) all First-Lien  Indebtedness
outstanding,  including  any Future  First-Lien  Indebtedness  and (b) all other
Obligations  (not  constituting  Indebtedness)  of any  Grantor  under  any such
First-Lien  Indebtedness,  including all Senior Lender Hedging  Obligations  and
Senior Lender Cash  Management  Obligations.  Senior Lender Claims shall include
all  interest  and  expenses  accrued or  accruing  (or that  would,  absent the
commencement  of an  Insolvency  or  Liquidation  Proceeding,  accrue) after the
commencement  of an Insolvency or Liquidation  Proceeding in accordance with and
at the rate specified in the relevant Senior Lender Document  whether or not the
claim for such interest or expenses is allowed as a claim in such  Insolvency or
Liquidation Proceeding.

                  "SENIOR  LENDER  COLLATERAL"  means  all of the  assets of any
Grantor,  whether  real,  personal  or mixed,  with  respect  to which a Lien is
granted as security for any Senior Lender Claim.

                  "SENIOR LENDER  DOCUMENTS" means the Senior Credit  Agreement,
the Senior Collateral Documents, and each of the other agreements, documents and
instruments  (including each agreement,  document or instrument providing for or
evidencing a Senior Lender Hedging  Obligation or Senior Lender Cash  Management
Obligation)  providing for or evidencing any other  Obligation  under the Credit
Agreement or any Future  First-Lien  Indebtedness and any other related document
or instrument  executed or delivered  pursuant to any Senior Lender  Document at
any time or  otherwise  evidencing  any  Indebtedness  arising  under any Senior
Lender Document.

                  "SENIOR   LENDER  HEDGING   OBLIGATIONS"   means  any  Hedging
Obligations  secured  by any  Common  Collateral  under  the  Senior  Collateral
Documents.

                  "SENIOR  LENDERS"  means the  Persons  holding  Senior  Lender
Claims, including the Credit Agent.

                  "SUBSIDIARY"  means any "Subsidiary" of the Company as defined
in the Indenture.

                  "TRUSTEE" means U.S. Bank Trust National  Association,  in its
capacity  as  trustee  under  the  Indenture  and  collateral  agent  under  the
Noteholder Collateral Documents, and its permitted successors.

                  "UNIFORM   COMMERCIAL   CODE"  or  "UCC"   means  the  Uniform
Commercial Code as from time to time in effect in the State of New York.


<PAGE>
                                                                               6


                  (b) TERMS  GENERALLY.  The  definitions  of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented or otherwise  modified in accordance  with this Agreement,  (b) any
reference  herein to any Person  shall be  construed  to include  such  Person's
successors and assigns,  (c) the words "herein",  "hereof" and "hereunder",  and
words of similar  import,  shall be construed to refer to this  Agreement in its
entirety and not to any particular  provision hereof,  (d) all references herein
to Sections  shall be construed to refer to Sections of this  Agreement  and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect  and to  refer  to  any  and  all  tangible  and  intangible  assets  and
properties, including cash, securities, accounts and contract rights.


                  SECTION 2. Lien Priorities.

                  2.1 SUBORDINATION.  Notwithstanding  the date, time, manner or
order  of  filing  or  recordation  of any  document  or  instrument  or  grant,
attachment or perfection of any Liens granted to the Trustee or the  Noteholders
on the Common  Collateral  or of any Liens  granted  to the Credit  Agent or the
Senior Lenders on the Common Collateral and notwithstanding any provision of the
UCC, or any  applicable  law or the  Noteholder  Documents or the Senior  Lender
Documents or any other circumstance whatsoever, the Trustee, on behalf of itself
and the Noteholders,  hereby agrees that: (a) any Lien on the Common  Collateral
securing any Senior Lender  Claims now or hereafter  held by or on behalf of the
Credit Agent or any Senior Lenders or any agent or trustee  therefor  regardless
of how acquired,  whether by grant,  statute,  operation of law,  subrogation or
otherwise,  shall have  priority over and be senior in all respects and prior to
any Lien on the Common Collateral  securing any of the Noteholder Claims and (b)
any  Lien  on the  Common  Collateral  securing  any  Noteholder  Claims  now or
hereafter held by or on behalf of the Trustee or any Noteholders or any agent or
trustee  therefor  regardless  of  how  acquired,  whether  by  grant,  statute,
operation of law,  subrogation or otherwise,  shall be junior and subordinate in
all respects to all Liens on the Common  Collateral  securing any Senior  Lender
Claims.  All Liens on the Common  Collateral  securing any Senior  Lender Claims
shall be and remain  senior in all respects and prior to all Liens on the Common
Collateral securing any Noteholder Claims for all purposes,  whether or not such
Liens  securing any Senior Lender Claims are  subordinated  to any Lien securing
any other obligation of the Company, any other Grantor or any other Person.

                  2.2 PROHIBITION ON CONTESTING LIENS. Each of the Trustee,  for
itself and on behalf of each Noteholder, and the Credit Agent, for itself and on
behalf of each Senior  Lender,  agrees that it shall not (and hereby  waives any
right to) contest or support any other Person in  contesting,  in any proceeding
(including any Insolvency or Liquidation Proceeding),  the priority, validity or
enforceability  of (a) a Lien  securing any Senior  Lender  Claims held by or on
behalf of any of the  Senior  Lenders  in the  Common  Collateral  or (b) a Lien
securing any Noteholder Claims held by or on behalf of any of the Noteholders in
the  Common  Collateral,  as the  case may be;  PROVIDED  that  nothing  in this


<PAGE>
                                                                               7


Agreement shall be construed to prevent or impair the rights of the Credit Agent
or any Senior  Lender to enforce this  Agreement,  including the priority of the
Liens securing the Senior Lender Claims as provided in Section 2.1.

                  2.3 NO NEW LIENS.  Subject to Section 11.03 of the  Indenture,
so long as the Discharge of Senior  Lender Claims has not occurred,  the parties
hereto agree that, after the date hereof,  if the Trustee shall hold any Lien on
any assets of the Company or any other Grantor  securing any  Noteholder  Claims
that are not also  subject to the  first-priority  Lien in respect of the Senior
Lender Claims under the Senior Lender Documents, the Trustee, upon demand by the
Credit  Agent or the  Company,  will  assign  such Lien to the  Credit  Agent as
security  for the Senior  Lender  Claims (in which case the Trustee may retain a
junior lien on such assets subject to the terms hereof).

                  2.4  PERFECTION  OF LIENS.  Neither  the Credit  Agent nor the
Senior  Lenders  shall  be  responsible   for  perfecting  and  maintaining  the
perfection of Liens with respect to the Common Collateral for the benefit of the
Trustee and the Noteholders.  The provisions of this Intercreditor Agreement are
intended  solely to  govern  the  respective  Lien  priorities  as  between  the
respective Senior Lenders and the Noteholders and shall not impose on the Credit
Agent,  the Trustee,  the  Noteholders or the Senior Lenders any  obligations in
respect of the  disposition  of  Proceeds of any Common  Collateral  which would
conflict with prior perfected claims therein in favor of any other Person or any
order or decree of any court or  governmental  authority or any applicable  law.
Each of the Credit Agent, for itself and on behalf of the Senior Lenders and the
Trustee,  for itself and on behalf of the  Noteholders,  agrees that it will not
contest the validity,  perfection,  priority or enforceability of the Liens upon
the Common  Collateral of the Credit Agent, the Trustee,  the Noteholders or the
Senior Lenders.


                  SECTION 3. ENFORCEMENT.

                  3.1 EXERCISE OF REMEDIES.

                  (a) So long as the  Discharge of Senior  Lender Claims has not
occurred,  whether or not any  Insolvency  or  Liquidation  Proceeding  has been
commenced  by or against the Company or any other  Grantor,  (i) the Trustee and
the  Noteholders  will not  exercise or seek to exercise  any rights or remedies
(including  set-off)  with  respect to any Common  Collateral  in respect of any
Noteholder  Claims,  institute  any action or  proceeding  with  respect to such
rights or remedies  (including any action of foreclosure),  contest,  protest or
object to any  foreclosure  proceeding  or action  brought  with  respect to the
Common  Collateral by the Credit Agent or any Senior Lender in respect of Senior
Lender Claims,  the exercise of any right under any lockbox  agreement,  control
agreement,   landlord  waiver  or  bailee's  letter  or  similar   agreement  or
arrangement  to which the  Trustee or any  Noteholder  is a party,  or any other
exercise by any such party,  of any rights and  remedies  relating to the Common
Collateral  under the Senior Lender  Documents or otherwise in respect of Senior
Lender Claims,  or object to the forbearance by the Senior Lenders from bringing
or pursuing any  foreclosure  proceeding or action or any other  exercise of any
rights or remedies relating to the Common Collateral in respect of Senior Lender
Claims and (ii) the Credit Agent and the Senior Lenders shall have the exclusive
right to enforce rights,  exercise remedies  (including set-off and the right to
credit  bid  their  debt)  and  make   determinations   regarding  the  release,
disposition,  or restrictions with respect to the Common Collateral  without any


<PAGE>
                                                                               8


consultation  with or the consent of the Trustee or any Noteholder;  and, should
the Credit Agent and the Senior Lenders decide to foreclose on any of the Common
Collateral as part of its  enforcement  of the Senior  Lenders  Claims under the
Senior  Collateral  Documents,  (A) the  Noteholders  and the Trustee  shall not
contest such foreclosure and shall release any and all claims in respect of such
Common Collateral (except for the right to receive the balance of Proceeds after
Discharge of Senior Lender Claims as described in Section 4.1) so that it may be
sold free and  clear of the  Liens of the  Noteholders  and of the  Trustee,  on
behalf of the Noteholders, and the Trustee, for itself and on behalf of any such
Noteholder, shall, within five (5) business days of request by the Credit Agent,
execute and deliver to the Credit Agent such  termination  statements,  releases
and other documents as the Credit Agent may request to effectively  confirm such
release and (B) the Trustee, for itself and on behalf of the Noteholders, hereby
irrevocably  constitutes  and appoints the Credit Agent and any officer or agent
of the Credit  Agent,  with full power of  substitution,  as its true and lawful
attorney-in-fact  with full  irrevocable  power and  authority  in the place and
stead of the Trustee or such holder or in the Credit Agent's own name, from time
to time in the Credit  Agent's  discretion,  for the purpose of carrying out the
terms of this  Section  3.1(a),  to take any and all  appropriate  action and to
execute  any  and  all  documents  and  instruments  that  may be  necessary  to
accomplish  the  purposes of this  Section  3.1(a),  including  any  termination
statements,  endorsements or other instruments of transfer or release; PROVIDED,
that (A) in any Insolvency or Liquidation Proceeding commenced by or against the
Company or any other  Grantor,  the  Trustee  may file a claim or  statement  of
interest with respect to the Noteholder  Claims and (B) the Trustee may take any
action (not  adverse to the prior Liens on the Common  Collateral  securing  the
Senior Lender Claims, or the rights of the Credit Agent or the Senior Lenders to
exercise  remedies in respect  thereof) in order to preserve or protect its Lien
on the Common Collateral.  In exercising rights and remedies with respect to the
Common  Collateral,  the Credit  Agent and the Senior  Lenders  may  enforce the
provisions of the Senior Lender Documents and exercise remedies thereunder,  all
in such order and in such manner as they may  determine in the exercise of their
sole  discretion.  Such exercise and enforcement  shall include the rights of an
agent appointed by them to sell or otherwise  dispose of Common  Collateral upon
foreclosure, 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 of any applicable  jurisdiction  and of a secured creditor under
Bankruptcy Laws of any applicable jurisdiction.

                  (b) The  Trustee,  on behalf of  itself  and the  Noteholders,
agrees that,  after an event of default  under the First Lien  Indebtedness  has
occurred with respect to which the Credit Agent has provided  written  notice to
the  Trustee,  and until such  event of default is cured or waived,  it will not
take or receive any Common  Collateral  or any Proceeds of Common  Collateral in
respect of  Noteholder  Claims,  unless and until the Discharge of Senior Lender
Claims has occurred.  Without  limiting the generality of the foregoing,  unless
and  until the  Discharge  of  Senior  Lender  Claims  has  occurred,  except as
expressly  provided in the proviso in clause  (ii) of Section  3.1(a),  the sole
right of the Trustee and the Noteholders  with respect to the Common  Collateral
is to hold a Lien on the  Common  Collateral  in respect  of  Noteholder  Claims
pursuant to the  Noteholder  Documents for the period and to the extent  granted
therein  and to  receive  a share of the  Proceeds  thereof,  if any,  after the
Discharge of the Senior Lender Claims has occurred.


<PAGE>
                                                                               9


                  (c) Subject to the  proviso in clause (ii) of Section  3.1(a),
(i) the Trustee,  for itself and on behalf of the  Noteholders,  agrees that the
Trustee  and the  Noteholders  will not take any action  that  would  hinder any
exercise of remedies  undertaken by the Credit Agent or the Senior  Lenders with
respect to the Common Collateral under the Senior Loan Documents,  including any
sale, lease,  exchange,  transfer or other disposition of the Common Collateral,
whether by  foreclosure  or otherwise,  and (ii) the Trustee,  for itself and on
behalf  of  the  Noteholders,  hereby  waives  any  and  all  rights  it or  the
Noteholders  may have as a junior lien  creditor or  otherwise  to object to the
manner in which the  Credit  Agent or the  Senior  Lenders  seek to  enforce  or
collect  the  Senior  Lender  Claims or the Liens  granted  in any of the Common
Collateral in respect of Senior Lender Claims,  regardless of whether any action
or  failure  to act by or on behalf of the  Credit  Agent or Senior  Lenders  is
adverse to the interest of the Noteholders.

                  (d)  The  Trustee  hereby  acknowledges  and  agrees  that  no
covenant, agreement or restriction contained in any Noteholder Document shall be
deemed to restrict in any way the rights and remedies of the Credit Agent or the
Senior  Lenders  with  respect  to the  Common  Collateral  as set forth in this
Agreement and the Senior Lender Documents.

                  3.2  COOPERATION.  Subject to the  proviso  in clause  (ii) of
Section 3.1(a),  the Trustee,  on behalf of itself and the  Noteholders,  agrees
that,  unless and until the Discharge of Senior  Lender Claims has occurred,  it
will not commence,  or join with any Person  (other than the Senior  Lenders and
the Credit  Agent upon the request  thereof)  in  commencing,  any  enforcement,
collection,  execution, levy or foreclosure action or proceeding with respect to
any  Lien  held  by it in the  Common  Collateral  under  any of the  Noteholder
Documents or otherwise in respect of the Noteholder Claims.


                  SECTION 4. PAYMENTS.

                  4.1  APPLICATION OF PROCEEDS.  After an event of default under
the First Lien  Indebtedness has occurred with respect to which the Credit Agent
has provided  written notice to the Trustee,  and until such event of default is
cured or  waived,  so long as the  Discharge  of Senior  Lender  Claims  has not
occurred,  and whether prior to or after the  commencement  of any Insolvency or
Liquidation  Proceeding,  all Common  Collateral  and all  proceeds  thereof (a)
received from the sale, lease, license,  exchange or other disposition of Common
Collateral,  whether such sale, lease,  license, or other disposition is made by
or on behalf of a Grantor,  the Credit  Agent,  the Trustee or any other person,
(b)  collected  on,  or  distributed  on  account  of,  Common  Collateral,  (c)
consisting of rights  arising out of the loss,  nonconformity,  or  interference
with the use of, defects or infringements of rights in, or damage to, the Common
Collateral,  (d) consisting of rights arising out of the Common  Collateral,  or
(e) to the  extent  of the value of the  Common  Collateral,  and to the  extent
payable to the debtor or the secured party,  insurance  payable by reason of the
loss or  nonconformity  of, defects or  infringement of rights in, or damage to,
the Common Collateral  (collectively,  "Proceeds") shall be applied FIRST to the
Senior  Lender  Claims in such order as specified in the relevant  Senior Lender
Documents  until the  Discharge of Senior Lender Claims has occurred and SECOND,
to the Noteholder  Claims.  Upon the Discharge of the Senior Lender Claims,  the
Credit Agent shall deliver to the Trustee any Proceeds of Common Collateral held
by it in the same form as  received,  with any  necessary  endorsements  or as a
court of  competent  jurisdiction  may  otherwise  direct to be  applied  by the


<PAGE>
                                                                              10


Trustee to the  Noteholder  Claims in such order as  specified  in the  relevant
Noteholder Documents.

                  4.2 PAYMENTS  OVER.  After an event of default under the First
Lien  Indebtedness  has  occurred  with  respect to which the  Credit  Agent has
provided written notice to the Trustee, and until such event of default is cured
or waived,  so long as the  Discharge of Senior  Lender Claims has not occurred,
any  Common  Collateral  or  Proceeds  thereof  received  by the  Trustee or any
Noteholder  relating to the Common  Collateral  shall be segregated  and held in
trust and forthwith  paid over to the Credit Agent for the benefit of the Senior
Lenders in the same form as received,  with any necessary  endorsements  or as a
court of competent jurisdiction may otherwise direct. The Credit Agent is hereby
authorized  to make any such  endorsements  as agent for the Trustee or any such
Noteholder. This authorization is coupled with an interest and is irrevocable.


                  SECTION 5. OTHER AGREEMENTS.

                  5.1 RELEASES.

                  (a) In the  event  of any  release  of  the  Liens  on  Common
Collateral in respect of Noteholder Claims in accordance with the Indenture, the
Trustee, for itself and on behalf of the Noteholders, promptly shall execute and
deliver  to  the  Credit  Agent  or  the  applicable  Grantor  such  termination
statements, releases and other documents as the Credit Agent or such Grantor may
request to effectively confirm such release.

                  (b) The Trustee,  for itself and on behalf of the Noteholders,
hereby irrevocably  constitutes and appoints the Credit Agent and any officer or
agent of the  Credit  Agent,  with full power of  substitution,  as its true and
lawful  attorney-in-fact  with full irrevocable power and authority in the place
and stead of the Trustee or such holder or in the Credit Agent's own name,  from
time to time in the Credit Agent's  discretion,  for the purpose of carrying out
the terms of this  Section  5.1, to take any and all  appropriate  action and to
execute any and all documents and instruments that may be necessary or desirable
to  accomplish  the  purposes of this  Section 5.1,  including  any  termination
statements, endorsements or other instruments of transfer or release.

                  (c) The Trustee,  for itself and on behalf of the Noteholders,
hereby  consents  to the  application,  whether  prior to or after  default,  of
Deposit Account  Collateral or Proceeds of Common Collateral to the repayment of
Senior Lender  Claims  pursuant to the Senior  Credit  Agreement;  PROVIDED that
nothing  in this  Section  5.1(c)  shall be  construed  to prevent or impair the
rights of the Trustee or the Noteholders to receive  Proceeds in connection with
the Noteholder Claims not otherwise in contravention of this agreement.

                  5.2 INSURANCE. Unless and until the Discharge of Senior Lender
Claims has occurred, the Credit Agent and the Senior Lenders shall have the sole
and  exclusive  right,  subject to the rights of the  Grantors  under the Senior
Lender  Documents,  to adjust  settlement for any insurance  policy covering the
Common  Collateral in the event of any loss  thereunder and to approve any award
granted  in  any  condemnation  or  similar  proceeding   affecting  the  Common
Collateral. Unless and until the Discharge of Senior Lender Claims has occurred,


<PAGE>
                                                                              11


all  proceeds  of any such policy and any such award if in respect of the Common
Collateral  shall be paid to the  Credit  Agent for the  benefit  of the  Senior
Lenders to the extent  required under the Senior Lender  Documents in respect of
the Senior  Lender  Claims and  thereafter to the Trustee for the benefit of the
Noteholders to the extent required under the applicable Noteholder Documents and
then  to  the  owner  of  the  subject  property  or  as a  court  of  competent
jurisdiction may otherwise  direct.  If the Trustee or any Noteholder  shall, at
any time, receive any proceeds of any such insurance policy or any such award in
contravention  of this Agreement,  it shall pay such proceeds over to the Credit
Agent in accordance with the terms of Section 4.2.

                  5.3 AMENDMENTS TO NOTEHOLDER COLLATERAL DOCUMENTS.

                  (a) Without the prior written  consent of the Credit Agent and
the  Required  Lenders,  no  Noteholder  Collateral  Document  may  be  amended,
supplemented or otherwise modified or entered into to the extent such amendment,
supplement  or  modification,  or the  terms  of any new  Noteholder  Collateral
Document,  would be prohibited by or inconsistent  with any of the terms of this
Agreement.  The Trustee agrees that each  Noteholder  Collateral  Document shall
include the following  language (or language to similar  effect  approved by the
Credit Agent):

         "Notwithstanding anything herein to the contrary, the lien and security
         interest  granted to the  Trustee  pursuant to this  Agreement  and the
         exercise of any right or remedy by the Trustee hereunder are subject to
         the  provisions of the  Intercreditor  Agreement,  dated as of July 22,
         2003 (as amended, supplemented or otherwise modified from time to time,
         the "INTERCREDITOR  AGREEMENT"),  among Columbus McKinnon  Corporation,
         Fleet  Capital  Corporation,  as  Credit  Agent,  and U.S.  Bank  Trust
         National Association,  as Trustee. In the event of any conflict between
         the terms of the Intercreditor Agreement and this Agreement,  the terms
         of the Intercreditor Agreement shall govern."

In  addition,  the Trustee  agrees that each  Noteholder  Mortgage  covering any
Common  Collateral  shall  contain  such other  language as the Credit Agent may
reasonably  request to reflect the subordination of such Noteholder  Mortgage to
the Senior Collateral Document covering such Common Collateral.

                  (b) In the event that the Credit  Agent or the Senior  Lenders
enter  into any  amendment,  waiver or  consent  in respect of any of the Senior
Collateral  Documents for the purpose of adding to, or deleting from, or waiving
or consenting to any departures  from any  provisions of, any Senior  Collateral
Document or changing  in any manner the rights of the Credit  Agent,  the Senior
Lenders,  the  Company or any other  Grantor  thereunder,  then such  amendment,
waiver or consent shall apply  automatically to any comparable  provision of the
Comparable  Noteholder Collateral Document without the consent of the Trustee or
the Noteholders and without any action by the Trustee,  the Company or any other
Grantor;  PROVIDED,  that (A) if any such  amendment,  waiver or  consent  could
reasonably be expected to be adverse to the  Noteholders  or the interest of the
Noteholders  in the Noteholder  Collateral,  such  amendment,  waiver or consent
shall not apply to any Noteholder  Collateral  Document  unless,  at the time of
such  amendment,   waiver  or  consent,   First  Lien  Indebtedness   (including
commitments in respect  thereof to the extent that such  commitments are subject
only to reasonable and customary funding conditions and are then available to be
funded at the election of the Company) of no less than $40.0 million  secured by
the  first-priority  Liens on the Common Collateral are then outstanding and (B)


<PAGE>
                                                                              12


written notice of such amendment, waiver or consent shall have been given to the
Trustee.  Notwithstanding  the foregoing,  no such amendment,  waiver or consent
shall have the effect of releasing  assets subject to the Lien of the Noteholder
Collateral  Documents,  except  to the  extent  that a  release  of such Lien is
permitted by Section 11.03 of the Indenture.

                  5.4 RIGHTS AS UNSECURED CREDITORS. Notwithstanding anything to
the contrary in this  Agreement,  the Trustee and the  Noteholders  may exercise
rights  and  remedies  as an  unsecured  creditor  against  the  Company  or any
Subsidiary  that has  guaranteed the  Noteholder  Claims in accordance  with the
terms of the Noteholder  Documents and applicable law. Nothing in this Agreement
shall  prohibit  the receipt by the Trustee or any  Noteholders  of the required
payments of interest and  principal so long as such receipt is not the direct or
indirect  result of the exercise by the Trustee or any  Noteholder  of rights or
remedies as a secured creditor in respect of Common Collateral or enforcement in
contravention of this Agreement of any Lien in respect of Noteholder Claims held
by any of them and such payments do not come from Proceeds of Common  Collateral
after an event of default  under the First Lien  Indebtedness  has occurred with
respect to which the Trustee has received  written notice,  and until such event
of default is cured or waived or until the Discharge of Senior Lender Claims. In
the event the  Trustee or any  Noteholder  becomes a judgment  lien  creditor in
respect of Common  Collateral as a result of its enforcement of its rights as an
unsecured creditor in respect of Noteholder Claims,  such judgment lien shall be
subordinated to the Liens securing Senior Lender Claims on the same basis as the
other Liens securing the  Noteholder  Claims are so  subordinated  to such Liens
securing  Senior Lender Claims under this  Agreement.  Nothing in this Agreement
impairs or otherwise  adversely  affects any rights or remedies the Credit Agent
or the Senior Lenders may have with respect to the Senior Lender Collateral.

                  5.5 BAILEE FOR PERFECTION.

                  (a) The Credit  Agent  agrees to hold the  Pledged  Collateral
that is part of the Common  Collateral  in its  possession or control (or in the
possession  or control of its agents or  bailees)  as bailee for the Trustee and
any assignee solely for the purpose of perfecting the security  interest granted
in such  Pledged  Collateral  pursuant  to the  Noteholder  Security  Agreement,
subject to the terms and conditions of this Section 5.5.

                  (b) The  Credit  Agent  agrees  to hold  the  Deposit  Account
Collateral  that is part of the Common  Collateral  and controlled by the Credit
Agent for the Trustee and any assignee  solely for the purpose of perfecting the
security  interest  granted in such Deposit Account  Collateral  pursuant to the
Noteholder  Security  Agreement,  subject  to the terms and  conditions  of this
Section 5.5.

                  (c)  Except  as   otherwise   specifically   provided   herein
(including,  without  limitation,  Sections 3.1 and 4.1), until the Discharge of
Senior Lender  Claims has  occurred,  the Credit Agent shall be entitled to deal
with the Pledged  Collateral in  accordance  with the terms of the Senior Lender
Documents  as if the Liens under the  Noteholder  Collateral  Documents  did not
exist.  The  rights of the  Trustee  and the  Noteholders  with  respect to such
Pledged Collateral shall at all times be subject to the terms of this Agreement.


<PAGE>
                                                                              13


                  (d) The Credit Agent shall have no  obligation  whatsoever  to
the Trustee or any  Noteholder to assure that the Pledged  Collateral is genuine
or owned by any of the Grantors or to protect or preserve  rights or benefits of
any Person or any rights pertaining to the Common Collateral except as expressly
set forth in this  Section  5.5.  The duties or  responsibilities  of the Credit
Agent  under this  Section  5.5 shall be limited  solely to holding  the Pledged
Collateral as bailee for the Trustee for purposes of perfecting the Lien held by
the Trustee.

                  (e)  The  Credit  Agent  shall  not  have  by  reason  of  the
Noteholder  Collateral  Documents  or this  Agreement  or any other  document  a
fiduciary  relationship  in respect of the  Trustee  or any  Noteholder  and the
Trustee and the  Noteholders  hereby waive and release the Credit Agent from all
claims and  liabilities  arising  pursuant to the Credit Agent's role under this
Section 5.5, as agent and bailee with respect to the Common Collateral.

                  (f) Upon the  Discharge of Senior  Lender  Claims,  the Credit
Agent shall deliver to the Trustee,  to the extent that it is legally  permitted
to do so, the  remaining  Pledged  Collateral  (if any) and the Deposit  Account
Collateral (if any) together with any necessary endorsements (or otherwise allow
the Trustee to obtain  control of such Pledged  Collateral  and Deposit  Account
Collateral) or as a court of competent  jurisdiction may otherwise  direct.  The
Company shall take such further action as is required to effectuate the transfer
contemplated  hereto and shall  indemnify  the  Credit  Agent for loss or damage
suffered  by the Credit  Agent as a result of such  transfer  except for loss or
damage suffered by the Credit Agent as a result of its own wilful  misconduct or
bad faith.  The Credit Agent has no obligation to follow  instructions  from the
Trustee in contravention of this Agreement.

                  (g) Neither the Credit Agent nor the Senior  Lenders  shall be
required to marshal any present or future collateral  security for the Company's
or its Subsidiaries' obligations to the Credit Agent or the Senior Lenders under
the Senior Credit Agreement or the Senior  Collateral  Documents or to resort to
such collateral security or other assurances of payment in any particular order,
and all of  their  rights  in  respect  of such  collateral  security  shall  be
cumulative and in addition to all other rights, however existing or arising.
















<PAGE>
                                                                              14


                  5.6 WHEN  DISCHARGE OF SENIOR LENDER CLAIMS DEEMED TO NOT HAVE
OCCURRED.  If at any time  after the  Discharge  of  Senior  Lender  Claims  has
occurred the Company incurs and designates any Future  First-Lien  Indebtedness,
then such Discharge of Senior Lender Claims shall automatically be deemed not to
have occurred for all purposes of this Agreement (other than with respect to any
actions  taken  prior  to the  date  of  such  designation  as a  result  of the
occurrence of such first Discharge of Senior Lender Claims),  and the applicable
agreement  governing such Future First-Lien  Indebtedness shall automatically be
treated as the Senior  Credit  Agreement  for all  purposes  of this  Agreement,
including  for purposes of the Lien  priorities  and rights in respect of Common
Collateral  set  forth  herein.  Upon  receipt  of  notice  of such  designation
(including the identity of the new Credit Agent), the Trustee shall promptly (i)
enter into such documents and agreements (including amendments or supplements to
this Agreement) as the Company or such new Credit Agent shall reasonably request
in order to  provide to the new  Credit  Agent the  rights of the  Credit  Agent
contemplated  hereby and (ii) deliver to the Credit Agent the Pledged Collateral
that is Common Collateral together with any necessary endorsements (or otherwise
allow such Credit Agent to obtain control of such Pledged Collateral).


                  SECTION 6. INSOLVENCY OR LIQUIDATION PROCEEDINGS.

                  6.1  FINANCING  ISSUES.  If the  Company or any other  Grantor
shall be subject to any  Insolvency  or  Liquidation  Proceeding  and the Credit
Agent shall desire to permit the use of cash collateral or to permit the Company
or any other  Grantor to obtain  financing  under  Section 363 or Section 364 of
Title  11 of  the  United  States  Code  or any  similar  Bankruptcy  Law  ("DIP
FINANCING"),  then the Trustee, on behalf of itself and the Noteholders,  agrees
that it will raise no objection to such use of cash  collateral or DIP Financing
and will not  request  adequate  protection  or any other  relief in  connection
therewith  (except  to the extent  permitted  by the  proviso in clause  (ii) of
Section 3.1(a) and Section 6.3) and, to the extent the Liens securing the Senior
Lender  Claims  under the  Senior  Credit  Agreement  or,  if no  Senior  Credit
Agreement  exists,  under the other Senior Lender  Documents are subordinated or
PARI PASSU with such DIP  Financing,  will  subordinate  its Liens in the Common
Collateral to such DIP Financing (and all Obligations  relating  thereto) on the
same basis as the other Liens securing the Noteholder Claims are so subordinated
to Liens Securing Senior Lender Claims under this Agreement.

                  6.2 RELIEF FROM THE  AUTOMATIC  STAY.  Until the  Discharge of
Senior  Lender  Claims has  occurred,  the Trustee,  on behalf of itself and the
Noteholders,  agrees that none of them shall seek relief from the automatic stay
or any other stay in any Insolvency or Liquidation  Proceeding in respect of the
Common Collateral, without the prior written consent of the Credit Agent and the
Required Lenders.

                  6.3 ADEQUATE PROTECTION.  The Trustee, on behalf of itself and
the  Noteholders,  agrees that none of them shall  contest (or support any other
Person contesting) (a) any request by the Credit Agent or the Senior Lenders for
adequate  protection  or (b) any  objection  by the  Credit  Agent or the Senior
Lenders to any motion,  relief, action or proceeding based on the Credit Agent's
or the Senior Lenders' claiming a lack of adequate  protection.  Notwithstanding
the foregoing,  in any Insolvency or Liquidation  Proceeding,  (i) if the Senior
Lenders (or any subset thereof) are granted  adequate  protection in the form of
additional  collateral  in  connection  with  any DIP  Financing  or use of cash
collateral  under  Section 363 or Section  364 of Title 11 of the United  States


<PAGE>
                                                                              15


Code or any similar  Bankruptcy  Law, then the Trustee,  on behalf of itself and
any of the Noteholders, may seek or request adequate protection in the form of a
replacement  Lien on such additional  collateral,  which Lien is subordinated to
the Liens  securing the Senior  Lender  Claims and such DIP  Financing  (and all
Obligations  relating thereto) on the same basis as the other Liens securing the
Noteholder Claims are so subordinated to the Liens securing Senior Lender Claims
under this Agreement and (ii) in the event the Trustee,  on behalf of itself and
the  Noteholders,  seeks or  requests  adequate  protection  and  such  adequate
protection is granted in the form of additional collateral, then the Trustee, on
behalf of itself or any of the  Noteholders,  agrees that the Credit Agent shall
also be granted a senior Lien on such additional  collateral as security for the
Senior  Lender  Claims  and any  such  DIP  Financing  and that any Lien on such
additional  collateral  securing the Noteholder  Claims shall be subordinated to
the Liens on such collateral  securing the Senior Lender Claims and any such DIP
Financing (and all Obligations  relating thereto) and any other Liens granted to
the Senior  Lenders as adequate  protection on the same basis as the other Liens
securing the Noteholder Claims are so subordinated to such Liens securing Senior
Lender Claims under this Agreement.

                  6.4 PREFERENCE ISSUES. If any Senior Lender is required in any
Insolvency or Liquidation  Proceeding or otherwise to turn over or otherwise pay
to the estate of the Company or any other  Grantor (or any trustee,  receiver or
similar person therefor),  because the payment of such amount was declared to be
fraudulent or preferential in any respect or for any other reason, any amount (a
"Recovery"),  whether received as proceeds of security, enforcement of any right
of set-off or  otherwise,  then the Senior  Lender Claims shall be reinstated to
the extent of such Recovery and deemed to be  outstanding as if such payment had
not occurred and the Senior  Lenders  shall be entitled to a Discharge of Senior
Lender  Claims with respect to all such  recovered  amounts.  If this  Agreement
shall have been  terminated  prior to such  Recovery,  this  Agreement  shall be
reinstated  in full  force and  effect,  and such  prior  termination  shall not
diminish,  release, discharge, impair or otherwise affect the obligations of the
parties hereto.

                  6.5  APPLICATION.  This Agreement shall be applicable prior to
or after the  commencement  of any  Insolvency or  Liquidation  Proceeding.  All
references  herein to any Grantor shall apply to any trustee for such Person and
such Person as debtor in  possession.  The relative  rights as to the Collateral
and Proceeds  thereof shall  continue after the filing thereof on the same basis
as prior to the date of the petition,  subject to any court order  approving the
financing of, or use of cash collateral by, any Grantor.


                  SECTION 7. RELIANCE; WAIVERS; ETC.

                  7.1  RELIANCE.  The  consent  by  the  Senior  Lenders  to the
execution and delivery of the  Noteholder  Documents to which the Senior Lenders
have consented and all loans and other  extensions of credit made or deemed made
on and after  the date  hereof  by the  Senior  Lenders  to the  Company  or any
Subsidiary  shall be deemed to have been  given and made in  reliance  upon this
Agreement.  The Trustee,  on behalf of itself and the Noteholders,  acknowledges
that it and the  Noteholders  have,  independently  and without  reliance on the
Credit Agent or any Senior Lender, and based on documents and information deemed
by them  appropriate,  made their own credit analysis and decision to enter into
the  Indenture,  this  Agreement and the  transactions  contemplated  hereby and
thereby and they will  continue  to make their own credit  decision in taking or
not taking any action under the Indenture or this Agreement.


<PAGE>
                                                                              16


                  7.2 NO  WARRANTIES  OR  LIABILITY.  The Trustee,  on behalf of
itself and the  Noteholders,  acknowledges  and  agrees  that each of the Credit
Agent and the Senior Lenders have made no express or implied  representation  or
warranty,   including  with  respect  to  the  execution,   validity,  legality,
completeness,  collectibility  or  enforceability  of any of the  Senior  Lender
Documents,  the ownership of any Common Collateral or the perfection or priority
of any Liens  thereon.  The  Senior  Lenders  will be  entitled  to  manage  and
supervise  their  respective  loans and  extensions  of credit  under the Senior
Lender Documents in accordance with law and as they may otherwise, in their sole
discretion, deem appropriate,  and the Senior Lenders may manage their loans and
extensions of credit  without regard to any rights or interests that the Trustee
or any of the Noteholders have in the Common Collateral or otherwise,  except as
otherwise  provided in this  Agreement.  Neither the Credit Agent nor any Senior
Lender  shall have any duty to the Trustee or any of the  Noteholders  to act or
refrain from acting in a manner that allows,  or results in, the  occurrence  or
continuance  of an event of  default or default  under any  agreements  with the
Company  or  any  Subsidiary  thereof  (including  the  Noteholder   Documents),
regardless  of any  knowledge  thereof  that they may have or be  charged  with.
Except as expressly set forth in this Intercreditor Agreement, the Credit Agent,
the Senior Lenders,  the Trustee and the Noteholders  have not otherwise made to
each  other nor do they  hereby  make to each other any  warranties,  express or
implied,  nor do they assume any liability to each other with respect to (a) the
enforceability,  validity,  value  or  collectibility  of any of the  Noteholder
Claims,  the Senior Lender  Claims or any  guarantee or security  which may have
been granted to any of them in  connection  therewith,  (b) the  Company's,  the
Canadian Borrowers' (as defined in the Senior Credit Agreement), the Guarantors'
(as defined in the Senior  Credit  Agreement)  or any  Subsidiary's  title to or
right to transfer any of the Common  Collateral,  or (c) any other matter except
as expressly set forth in this Intercreditor Agreement.

                  7.3   OBLIGATIONS   UNCONDITIONAL.   All  rights,   interests,
agreements  and  obligations  of the Credit Agent and the Senior Lenders and the
Trustee and the Noteholders,  respectively, hereunder shall remain in full force
and effect irrespective of:

                  (a) any  lack of  validity  or  enforceability  of any  Senior
Lender Documents or any Noteholder Documents;

                  (b) any change in the time,  manner or place of payment of, or
in any other  terms of, all or any of the  Senior  Lender  Claims or  Noteholder
Claims, or any amendment or waiver or other modification, including any increase
in the amount thereof,  whether by course of conduct or otherwise,  of the terms
of the Senior  Credit  Agreement or any other Senior  Lender  Document or of the
terms of the Indenture or any other Noteholder Document;

                  (c)  any  exchange  of any  security  interest  in any  Common
Collateral  or  any  other  collateral,  or  any  amendment,   waiver  or  other
modification, whether in writing or by course of conduct or otherwise, of all or
any of the Senior Lender Claims or Noteholder Claims or any guarantee thereof;


<PAGE>
                                                                              17


                  (d)  the   commencement   of  any  Insolvency  or  Liquidation
Proceeding in respect of the Company or any other Grantor; or

                  (e) any other  circumstances that otherwise might constitute a
defense  available  to, or a discharge  of, the Company or any other  Grantor in
respect of the Senior  Lender  Claims,  or of the Trustee or any  Noteholder  in
respect of this Agreement.

                  SECTION 8. MISCELLANEOUS.

                  8.1  CONFLICTS.  Subject to Section  8.20, in the event of any
conflict  between the  provisions of this  Agreement  and the  provisions of the
Senior Lender  Documents or the  Noteholder  Documents,  the  provisions of this
Agreement shall govern.

                  8.2 CONTINUING  NATURE OF THIS AGREEMENT;  SEVERABILITY.  This
Agreement  shall  continue to be effective  until the Discharge of Senior Lender
Claims shall have occurred. This is a continuing agreement of lien subordination
and the Senior  Lenders  may  continue,  at any time and  without  notice to the
Trustee or any Noteholder,  to extend credit and other financial  accommodations
and lend  monies to or for the  benefit  of the  Company  or any  other  Grantor
constituting  Senior  Lender  Claims  in  reliance  hereon.  The  terms  of this
Agreement  shall survive,  and shall  continue in full force and effect,  in any
Insolvency or  Liquidation  Proceeding.  Any provision of this Agreement that is
prohibited  or  unenforceable  in any  jurisdiction  shall  not  invalidate  the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  8.3 AMENDMENTS; WAIVERS. No amendment,  modification or waiver
of any of the  provisions  of this  Agreement by the Trustee or the Credit Agent
shall be deemed to be made unless the same shall be in writing  signed on behalf
of the party making the same or its  authorized  agent and each waiver,  if any,
shall be a waiver only with respect to the specific  instance involved and shall
in no way impair the rights of the parties making such waiver or the obligations
of the other  parties to such party in any other  respect or at any other  time.
The Company and other Grantors shall not have any right to consent to or approve
any amendment,  modification or waiver of any provision of this Agreement except
to the extent their rights are affected.

                  8.4 INFORMATION  CONCERNING FINANCIAL CONDITION OF THE COMPANY
AND THE SUBSIDIARIES.  The Credit Agent and the Senior Lenders, on the one hand,
and  the  Trustee  and  the  Noteholders,  on the  other  hand,  shall  each  be
responsible for keeping  themselves  informed of (a) the financial  condition of
the Company and the  Subsidiaries  and all  endorsers  and/or  guarantors of the
Noteholder  Claims or the Senior Lender  Claims and (b) all other  circumstances
bearing  upon the risk of  nonpayment  of the  Noteholder  Claims or the  Senior
Lender  Claims.  The Credit Agent and the Senior  Lenders  shall have no duty to
advise  the  Trustee  or any  Noteholder  of  information  known  to it or  them
regarding such condition or any such  circumstances  or otherwise.  In the event
that  the  Credit  Agent or any of the  Senior  Lenders,  in its or  their  sole
discretion,  undertakes  at any time or from  time to time to  provide  any such
information  to the  Trustee  or any  Noteholder,  it or they  shall be under no
obligation  (w) to make,  and the Credit Agent and the Senior  Lenders shall not
make, any express or implied representation or warranty,  including with respect
to the accuracy, completeness,  truthfulness or validity of any such information


<PAGE>
                                                                              18


so provided,  (x) to provide any  additional  information or to provide any such
information on any subsequent  occasion,  (y) to undertake any  investigation or
(z) to disclose  any  information  that,  pursuant  to  accepted  or  reasonable
commercial finance practices,  such party wishes to maintain  confidential or is
otherwise required to maintain confidential.

                  8.5  SUBROGATION.  The  Trustee,  on behalf of itself  and the
Noteholders,  hereby waives any rights of subrogation it may acquire as a result
of any  payment  hereunder  until the  Discharge  of Senior  Lender  Claims  has
occurred.

                  8.6  APPLICATION  OF PAYMENTS.  Except as  otherwise  provided
herein, all payments received by the Senior Lenders may be applied, reversed and
reapplied,  in whole or in part, to such part of the Senior Lender Claims as the
Senior Lenders, in their sole discretion, deem appropriate,  consistent with the
terms of the Senior Lender Documents.  Except as otherwise  provided herein, the
Trustee, on behalf of itself and the Noteholders,  assents to any such extension
or  postponement  of the time of payment of the Senior Lender Claims or any part
thereof and to any other indulgence with respect thereto,  to any  substitution,
exchange or release of any security  that may at any time secure any part of the
Senior  Lender  Claims  and to the  addition  or  release  of any  other  Person
primarily or secondarily liable therefor.

                  8.7  CONSENT TO  JURISDICTION;  WAIVERS.  The  parties  hereto
consent to the  jurisdiction  of any state or federal court located in New York,
New York, and consent that all service of process may be made by registered mail
directed to such party as  provided  in Section  8.8 for such party.  Service so
made shall be deemed to be  completed  three days after the same shall be posted
as aforesaid.  The parties  hereto waive any objection to any action  instituted
hereunder in any such court based on FORUM NON CONVENIENS,  and any objection to
the venue of any action  instituted  hereunder  in any such  court.  Each of the
parties  hereto  waives any right it may have to trial by jury in respect of any
litigation  based  on,  or  arising  out of,  under or in  connection  with this
Agreement,  or any  course of  conduct,  course of  dealing,  verbal or  written
statement or action of any party hereto in  connection  with the subject  matter
hereof.

                  8.8  NOTICES.  All notices to the  Noteholders  and the Senior
Lenders  permitted or required  under this  Agreement may be sent to the Trustee
and the Credit  Agent,  respectively.  Unless  otherwise  specifically  provided
herein,  any notice or other  communication  herein  required or permitted to be
given  shall  be  in  writing  and  may  be   personally   served,   telecopied,
electronically  mailed  or sent by  courier  service  or U.S.  mail and shall be
deemed to have been given when delivered in person or by courier  service,  upon
receipt of a telecopy or electronic  mail or four Business Days after deposit in
the U.S.  mail  (registered  or  certified,  with  postage  prepaid and properly
addressed).  For the purposes hereof,  the addresses of the parties hereto shall
be as set forth below each party's name on the signature pages hereto, or, as to
each  party,  at such  other  address  as may be  designated  by such party in a
written notice to all of the other parties.

                  8.9  FURTHER  ASSURANCES.  Each of the  Trustee,  on behalf of
itself and the  Noteholders,  and the Credit Agent,  on behalf of itself and the
Senior  Lenders,  agrees  that each of them shall take such  further  action and
shall  execute  and  deliver to the Credit  Agent and the  Senior  Lenders  such
additional  documents and instruments (in recordable  form, if requested) as the


<PAGE>
                                                                              19


Credit Agent or the Senior  Lenders may  reasonably  request to  effectuate  the
terms of and the lien priorities contemplated by this Agreement.

                  8.10  GOVERNING  LAW. This  Agreement  has been  delivered and
accepted  at and shall be  deemed  to have  been made at New York,  New York and
shall be interpreted, and the rights and liabilities of the parties bound hereby
determined, in accordance with the laws of the State of New York.

                  8.11 BINDING ON SUCCESSORS AND ASSIGNS.  This Agreement  shall
be  binding  upon the  Credit  Agent,  the  Senior  Lenders,  the  Trustee,  the
Noteholders, the Company and their respective permitted successors and assigns.

                  8.12  SPECIFIC  PERFORMANCE.   The  Credit  Agent  may  demand
specific performance of this Agreement. The Trustee, on behalf of itself and the
Noteholders,  hereby  irrevocably  waives any defense based on the adequacy of a
remedy at law and any other  defense that might be asserted to bar the remedy of
specific performance in any action that may be brought by the Credit Agent.

                  8.13  SECTION  TITLES.  The section  titles  contained in this
Agreement  are and shall be without  substantive  meaning or content of any kind
whatsoever and are not a part of this Agreement.

                  8.14  COUNTERPARTS.  This  Agreement may be executed in one or
more  counterparts,  each of which shall be an  original  and all of which shall
together constitute one and the same document.

                  8.15  AUTHORIZATION.  By its signature,  each Person executing
this Agreement on behalf of a party hereto  represents and warrants to the other
parties hereto that it is duly authorized to execute this Agreement.  The Credit
Agent  represents  and warrants that this Agreement is binding upon the Lenders.
The Trustee  represents  and  warrants  that this  Agreement is binding upon the
Noteholders.

                  8.16 NO THIRD PARTY  BENEFICIARIES;  SUCCESSORS  AND  ASSIGNS.
This Agreement and the rights and benefits hereof shall inure to the benefit of,
and be binding upon, each of the parties hereto and their respective  successors
and assigns and shall inure to the benefit of each of, and be binding upon,  the
holders of Senior Lender  Claims and  Noteholder  Claims.  No other Person shall
have or be entitled to assert rights or benefits hereunder.

                  8.17 EFFECTIVENESS. This Agreement shall become effective when
executed and delivered by the parties hereto.  This Agreement shall be effective
both  before  and  after  the  commencement  of any  Insolvency  or  Liquidation
Proceeding. All references to the Company or any other Grantor shall include the
Company or any other Grantor as debtor and debtor-in-possession and any receiver
or  trustee  for the  Company or any other  Grantor  (as the case may be) in any
Insolvency or Liquidation Proceeding.

                  8.18 CREDIT AGENT AND  TRUSTEE.  It is  understood  and agreed
that (a) Fleet  Capital  Corporation  is  entering  into this  Agreement  in its
capacity as administrative  agent and the provisions of Article 10 of the Credit
Agreement  applicable  to Fleet  Capital  Corporation  as  administrative  agent
thereunder  shall  also  apply to Fleet  Capital  Corporation  as  Credit  Agent


<PAGE>
                                                                              20


hereunder  and (b) U.S.  Bank Trust  National  Association  is  entering in this
Agreement  in its  capacity  as Trustee and the  provisions  of Article 7 of the
Indenture  applicable to the Trustee  thereunder shall also apply to the Trustee
hereunder.

                  8.19  DESIGNATIONS.  For purposes of the provisions hereof and
the Indenture  requiring the Company to designate  Indebtedness for the purposes
of the term "First-Lien Indebtedness",  any such designation shall be sufficient
if the  relevant  designation  is set forth in writing,  signed on behalf of the
Company by an officer thereof and delivered to the Trustee and the Credit Agent.
For all purposes  hereof and the Indenture,  the Company  hereby  designates the
Indebtedness  Incurred  pursuant  to the  Credit  Agreement  as  the  First-Lien
Indebtedness.

                  8.20  RELATIVE  RIGHTS.   Notwithstanding   anything  in  this
Agreement to the contrary,  nothing in this Agreement is intended to or will (a)
amend,  waive or otherwise  modify the provisions of the Senior Credit Agreement
or the  Indenture or any other Senior Lender  Documents or Noteholder  Documents
entered into in connection with the Senior Credit  Agreement or the Indenture or
permit the Company or any  Subsidiary  to take any  action,  or fail to take any
action, to the extent such action or failure would otherwise constitute a breach
of, or default  under,  the Senior  Credit  Agreement or any other Senior Lender
Documents  entered into in connection  with the Senior  Credit  Agreement or the
Indenture or any other Noteholder  Documents entered into in connection with the
Indenture, (b) change the relative priorities of the Senior Lender Claims or the
Liens granted under the Senior Lender Documents on the Common Collateral (or any
other assets) as among the Senior  Lenders,  (c)  otherwise  change the relative
rights of the Senior  Lenders in respect of the Common  Collateral as among such
Senior Lenders or (d) obligate the Company or any Subsidiary to take any action,
or fail to take any  action,  that would  otherwise  constitute  a breach of, or
default under,  the Senior Credit  Agreement or any other Senior Lender Document
entered into in connection with the Senior Credit  Agreement or the Indenture or
any other Noteholder Documents entered into in connection with the Indenture.

















<PAGE>



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

                                  CREDIT AGENT:
                                  FLEET CAPITAL CORPORATION, as Credit Agent,
                                  By:  /S/ DANIEL P. CORCORAN
                                       ----------------------
                                  Name: Daniel P. Corcoran
                                  Title: Senior Vice President

                                  Address:

                                  Fleet Capital Corporation
                                  One Federal Street
                                  Mail Stop:  MA DE 10307X
                                  Boston, MA  02110
                                  Attention:  Daniel P. Corcoran, Jr.
                                  Senior Vice President
                                  Tel:  617-654-1163
                                  Fax:  617-654-1167
                                  e-mail:  daniel_corcoran@fleetcapital.com



<PAGE>


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

                                  TRUSTEE:
                                  U.S. BANK TRUST NATIONAL ASSOCIATION,
                                  as Trustee,
                                  By:  /S/ CHERYL L. CLARKE
                                       --------------------
                                  Name: Cheryl L. Clarke
                                  Title: Trust Officer

                                  Address:

                                  100 Wall Street, 16th Floor
                                  New York, NY 10005
                                  Attention: Cheryl L. Clarke
                                  Tel:  212-361-6159
                                  Fax:  212-361-6153
                                  e-mail: cheryl.clarke@usbank.com



<PAGE>


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


                                  COLUMBUS MCKINNON CORPORATION
                                  By:  /S/ ROBERT L. MONTGOMERY, JR.
                                       -----------------------------
                                  Name: Robert L. Montgomery, Jr.
                                  Title: Executive Vice President and Chief
                                            Financial Officer

                                  Address:
                                  140 John James Audubon Parkway
                                  Amherst, NY 14228-1197
                                  Attention: Lois H. Demler
                                  Telecopy No.: (716) 689-5509




                                  AUDUBON EUROPE S.AR.L.
                                  By:  /S/ ROBERT L. MONTGOMERY, JR.
                                       -----------------------------
                                  Name: Robert L. Montgomery, Jr.
                                  Title: Manager - A Category

                                  Address:
                                  140 John James Audubon Parkway
                                  Amherst, NY 14228-1197
                                  Attention: Lois H. Demler
                                  Telecopy No.: (716) 689-5509




                                  AUDUBON WEST, INC.
                                  By: /S/ ROBERT L. MONTGOMERY, JR.
                                      -----------------------------
                                  Name: Robert L. Montgomery, Jr.
                                  Title: Vice President and Treasurer

                                  Address:
                                  140 John James Audubon Parkway
                                  Amherst, NY 14228-1197
                                  Attention: Lois H. Demler
                                  Telecopy No.: (716) 689-5509


<PAGE>





                                  CRANE EQUIPMENT & SERVICE, INC.
                                  By: /S/ ROBERT L. MONTGOMERY, JR.
                                       -----------------------------
                                  Name: Robert L. Montgomery, Jr.
                                  Title: Vice President and Treasurer

                                  Address:
                                  140 John James Audubon Parkway
                                  Amherst, NY 14228-1197
                                  Attention: Lois H. Demler
                                  Telecopy No.: (716) 689-5509




                                  YALE INDUSTRIAL PRODUCTS, INC.
                                  By: /S/ ROBERT L. MONTGOMERY, JR.
                                      -----------------------------
                                  Name: Robert L. Montgomery, Jr.
                                  Title: Vice President and Treasurer

                                  Address:
                                  140 John James Audubon Parkway
                                  Amherst, NY 14228-1197
                                  Attention: Lois H. Demler
                                  Telecopy No.: (716) 689-5509



<PAGE>



                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS

1. Audubon Europe S.ar.l.

2. Audubon West, Inc.

3. Crane Equipment & Service, Inc.

4. Yale Industrial Products, Inc.





</TEXT>
</DOCUMENT>
