FIRST AMENDMENT
                               TO CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO CREDIT  AGREEMENT (this  "Amendment"),  dated as of
September 23, 1998, is by and among COLUMBUS  MCKINNON  CORPORATION,  a New York
corporation  (the  "BORROWER"),  the  banks,  financial  institutions  and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the  "LENDERS"),  FLEET  NATIONAL BANK, as Initial  Issuing Bank
(the "INITIAL  ISSUING BANK"),  FLEET NATIONAL BANK, as the Swing Line Bank (the
"SWING LINE BANK";  each of the Lenders,  the Initial Issuing Bank and the Swing
Line  Bank,  individually,  a "LENDER  PARTY"  and,  collectively,  the  "LENDER
PARTIES"),  and FLEET NATIONAL BANK, as administrative  agent (together with any
successor  appointed  pursuant  to  Article  VII of the  Credit  Agreement,  the
"ADMINISTRATIVE AGENT") for the Lender Parties.

                              W I T N E S S E T H :

     WHEREAS, the Borrower,  Lenders,  Initial Issuing Bank, Swing Line Bank and
Administrative  Agent are party to that certain  Credit  Agreement,  dated as of
March 31, 1998 (as it may hereafter be further amended, supplemented,  restated,
extended or otherwise modified from time to time, the "CREDIT AGREEMENT");

     WHEREAS,  the  Borrower has  requested  that the  Administrative  Agent and
Lender  Parties  amend the Credit  Agreement  in order to,  among other  things,
modify certain covenants thereunder to allow the Borrower to repurchase directly
or to loan funds to the Borrower  ESOP so that the Borrower ESOP may purchase up
to $10,000,000  in the aggregate of the common stock of the Borrower  during the
term of the Credit Agreement;

     WHEREAS,  the Administrative  Agent and Lender Parties are agreeable to the
foregoing,  as and to the extent set forth in this Amendment and subject to each
of the terms and conditions stated herein; and

     WHEREAS,  the Borrower and each of its  Subsidiaries  will benefit from the
changes to the Credit Agreement proposed pursuant to this Amendment.

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
set forth herein and of the loans or other extensions of credit heretofore,  now
or hereafter  made to, or for the benefit of, the Borrower and its  Subsidiaries
by the Lender Parties, the parties hereto hereby agree as follows:

     1.   DEFINITIONS.   Except  to  the  extent  otherwise   specified  herein,
capitalized  terms used in this Amendment shall have the same meanings  ascribed
to them in the Credit Agreement.



<PAGE>

     2. AMENDMENTS.

          2.1  Section  1.01  is  amended  by  inserting  the  following  in the
appropriate alphabetical order:

          "`BORROWER  ESOP' means the  Columbus  McKinnon  Corporation  Employee
          Stock Ownership Trust as organized  pursuant to the Columbus  McKinnon
          Corporation  Employee Stock Ownership Trust Agreement,  dated April 1,
          1987,  as  amended,  supplemented,  restated,  extended  or  otherwise
          modified from time to time."

          2.2  Section  2.14 is amended by  inserting  after the words  "Section
5.02(d)(iii)" at the end of the first sentence thereof, the following:

          ", to finance  loans made by the Borrower to the Borrower ESOP for the
          purpose and to the extent  permitted under Section  5.02(f)(vi) and to
          finance  repurchases  of the  Borrower's  common  stock to the  extent
          permitted under Section 5.02(g)(v)."

          2.3 Section  5.02(f) is amended by (a)  deleting the word "and" at the
end of clause (iv)  thereof and (b) deleting the period at the end of clause (v)
thereof and inserting in its place, the following:

          "; and

          (vi) so long as no Default or Event of Default shall have occurred and
          be continuing, or would result therefrom,  Investments by the Borrower
          consisting  of loans made from time to time to the  Borrower  ESOP for
          the sole  purpose of enabling  the  Borrower  ESOP to purchase  common
          stock of the  Borrower in an aggregate  amount  during the term of the
          Credit  Agreement which,  when added to the aggregate  amounts paid by
          the  Borrower  pursuant  to  Section  5.02(g)(v),   shall  not  exceed
          $10,000,000;  PROVIDED,  THAT,  such loans made by the Borrower to the
          Borrower  ESOP are  secured by the  common  stock of the  Borrower  so
          purchased by the Borrower ESOP with the proceeds of such loans."

          2.4 Section  5.02(g) is amended by  deleting  the period at the end of
clause (iv) thereof and inserting in its place, the following:

                                     - 2 -

<PAGE>



          ", and


          (v) so long as no Default or Event of Default  shall have occurred and
          be continuing,  or would result therefrom,  the Borrower may from time
          to  time   repurchase   shares  of  its  common  stock  for  aggregate
          consideration  during the term of the  Credit  Agreement  which,  when
          added to the  aggregate  amounts  loaned by the  Borrower  pursuant to
          Section 5.02(f)(vi), shall not exceed $10,000,000."

          2.5 Section  5.02(r)(i) is amended by inserting after the word "below"
and before the period at the end thereof, the following:

          ", and except for pledges of the common  stock of the  Borrower to the
          Borrower by the Borrower ESOP as contemplated by Section 5.02(f)(vi)."

     3.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
warrants as follows:

          3.1 Each of the representations and warranties set forth in the Credit
Agreement, including, without limitation, in Article IV of the Credit Agreement,
and in each other Loan Document,  is true, correct and complete on and as of the
closing  date of this  Amendment as though made on such date.  In addition,  the
Borrower hereby  represents,  warrants and affirms that the Credit Agreement and
each of the other Loan Documents remains in full force and effect.

          3.2 As of the closing date of this Amendment,  there exists no Default
or Event of Default under the Credit  Agreement or any other Loan Document,  and
no event  which,  with the  giving of notice  or lapse of time,  or both,  would
constitute a Default or Event of Default.

          3.3 The execution, delivery and/or performance by each applicable Loan
Party of this Amendment,  the reaffirmations and confirmations  attached hereto,
each other Loan  Document,  and each other  agreement or document  related to or
contemplated by the foregoing to which such Loan Party is or is to be a party or
otherwise bound, are within such Loan Party's corporate  powers,  have been duly
authorized  by all  necessary  corporate  action,  and do not, and will not, (i)
contravene any Loan Party's charter or bylaws,  (ii) violate any law (including,
without  limitation,  ERISA,  the  Securities  Act of 1933,  as amended,  or the
Securities  Exchange Act of 1934,  as  amended),  rule,  regulation  (including,
without  limitation,  Regulation  T, U or X of the  Board  of  Governors  of the
Federal  Reserve   System),   order,   writ,   judgment,   injunction,   decree,
determination  or award,  (iii)  conflict  with or result in the  breach  of, or
constitute a default under, any material  contract,  loan agreement,  indenture,
mortgage, deed of trust, lease or other material instrument or agreement binding
on or  affecting  any  Loan  Party,  any of  its  Subsidiaries  or any of  their
respective  properties or assets,  or the Borrower ESOP or any of its properties
or assets, or (iv) except for the Liens created under the Collateral  Documents,
result in or require the creation or imposition of any Lien upon or with respect
to any of the properties of any Loan Party or any of its  Subsidiaries.  Neither
any Loan  Party nor any of its  Subsidiaries  is in  violation  of any such law,
rule, regulation,  order, writ, judgment,  injunction,  decree, determination or
award or in breach of any such contract,  loan agreement,  indenture,  mortgage,
deed of trust,  lease or other instrument or agreement,  the violation or breach
of which could reasonably be expected to have a Material Adverse Effect.

                                     - 3 -
<PAGE>

          3.4 Each of this  Amendment and each other Loan Document has been duly
executed and delivered by each Loan Party  thereto.  Each of this  Amendment and
each other Loan Document is the legal, valid and binding obligation of each Loan
Party which is a party hereto or thereto, enforceable against such Loan Party in
accordance with its terms.

          3.5 No  authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third
party is required for (i) the due execution,  delivery,  recordation,  filing or
performance by any Loan Party of this Amendment,  any other Loan Document or any
other agreement or document related hereto or thereto or contemplated  hereby or
thereby to which it is or is to be a party or otherwise bound, (ii) the grant by
any Loan Party of the Liens granted by it pursuant to the Collateral  Documents,
(iii) the  perfection  or  maintenance  of the Liens  created by the  Collateral
Documents  (including  the first and only priority  nature  thereof) or (iv) the
exercise by the Administrative Agent or any Lender Party of its rights under the
Loan  Documents  or  remedies  in  respect  of the  Collateral  pursuant  to the
Collateral Documents, other than filings which have previously been made and, in
the case of UCC-1  financing  statements,  future  continuation  statements when
required to be filed.

     4. CONDITIONS  PRECEDENT TO THIS AMENDMENT.  The  effectiveness of each and
all of the amendments contained in Section 2 of this Amendment is subject to the
satisfaction, in form and substance satisfactory to the Administrative Agent, of
each of the following conditions precedent:

          4.1 AMENDMENT DOCUMENTATION.

               (1) The  Borrower  and the Lenders  shall have duly  executed and
delivered this Amendment.

               (2) Each of the Guarantors shall each have executed and delivered
the reaffirmation and confirmation attached hereto.

          4.2 OTHER  DOCUMENTS.  The  Borrower,  each  Guarantor and each of the
other Subsidiaries of the Borrower shall have delivered such other documents and
taken such other actions as the Administrative Agent may reasonably request.

          4.3 NO DEFAULT.  As of the closing date of this Amendment,  no Default
or Event of Default shall have occurred and be continuing.

                                     - 4 -

<PAGE>



          4.4 REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in Section 3 of this  Amendment and in each other Loan Document  shall
be true,  correct and complete on and as of the closing date of this  Amendment,
in each instance as though made on such date.


     5.  EFFECTIVENESS  OF  AMENDMENTS.  This  Amendment,   including,   without
limitation,  the amendments  contemplated by Section 2 hereof,  shall not become
effective unless and until each of the conditions precedent set forth in Section
4 hereof has been satisfied.

     6.  REFERENCE  TO AND  EFFECT  UPON THE  CREDIT  AGREEMENT  AND OTHER  LOAN
DOCUMENTS.

          6.1 Except as  specifically  amended  in  Section 2 above,  the Credit
Agreement  and each of the other Loan  Documents  shall remain in full force and
effect and each is hereby ratified and confirmed.

          6.2 The  execution,  delivery  and effect of this  Amendment  shall be
limited  precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition or to any amendment or  modification of any term
or condition of the Credit  Agreement or any other Loan Document,  except,  upon
the effectiveness, if any, of this Amendment, as specifically amended in Section
2 above, or (ii) prejudice any right,  power or remedy which the  Administrative
Agent  or any  Lender  Party  now has or may  have  in the  future  under  or in
connection  with the  Credit  Agreement  or any other  Loan  Document.  Upon the
effectiveness, if any, of this Amendment, each reference in the Credit Agreement
to "this Agreement",  "hereunder", "hereof", "herein" or any other word or words
of similar  import  shall mean and be a  reference  to the Credit  Agreement  as
amended  hereby,  and each  reference  in any other Loan  Document to the Credit
Agreement  or any word or words of similar  import shall mean and be a reference
to the Credit Agreement as amended hereby.

     7.  COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed an original,  but
all such counterparts shall constitute one and the same instrument.

     8. COSTS AND  EXPENSES.  The  Borrower  shall pay on demand all  reasonable
fees, costs and expenses  incurred by Administrative  Agent (including,  without
limitation,  all reasonable attorneys' fees) in connection with the preparation,
execution  and delivery of this  Amendment  and the taking of any actions by any
Person in connection herewith.

     9.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.

     10.  HEADINGS.  Article  headings in this Amendment are included herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose. 

                            [Signature pages follow]



                                     - 5 -
<PAGE>





     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered as of the date first written above.

                                            COLUMBUS MCKINNON CORPORATION


                                            By: /S/ROBERT L. MONTGOMERY, JR.
                                               -----------------------------
                                            Title: EXECUTIVE VICE PRESIDENT
                                                  -------------------------


<PAGE>



     The undersigned hereby  acknowledge and agree to this Amendment,  and agree
that the Guaranty, dated March 31, 1998, the Security Agreement, dated March 31,
1998, and the Intellectual  Property Security  Agreement,  dated March 31, 1998,
and each other Loan Document  executed by the  undersigned  shall remain in full
force and effect and each is hereby  ratified and  confirmed by and on behalf of
the undersigned, this 23 day of September, 1998.


                                            YALE INDUSTRIAL PRODUCTS, INC.


                                            By: /S/ROBERT L. MONTGOMERY, JR.
                                               -----------------------------
                                            Title: TREASURER
                                                  ----------

                                            LICO, INC.


                                            By: /S/ROBERT L. MONTGOMERY, JR.
                                               -----------------------------
                                            Title: TREASURER
                                                  ----------

                                            AUTOMATIC SYSTEMS, INC.


                                            By: /S/ROBERT L. MONTGOMERY, JR.
                                               -----------------------------
                                            Title: TREASURER
                                                  ----------

                                            LICO STEEL, INC.


                                            By: /S/ROBERT L. MONTGOMERY, JR.
                                               -----------------------------
                                            Title: TREASURER
                                                  ----------

<PAGE>



                                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT



                                  By: /S/ JOHN G. TIERNEY
                                     --------------------
                                  Title: VICE PRESIDENT
                                        ---------------

                                  FLEET NATIONAL BANK, AS INITIAL ISSUING BANK


                                  By: /S/ JOHN G. TIERNEY
                                     --------------------
                                  Title: VICE PRESIDENT
                                        ---------------

                                  FLEET NATIONAL BANK, AS SWING LINE BANK


                                  By: /S/ JOHN G. TIERNEY
                                     --------------------
                                  Title: VICE PRESIDENT
                                        ---------------

                                  LENDERS


                                  FLEET NATIONAL BANK


                                  By: /S/ JOHN G. TIERNEY
                                     --------------------
                                  Title: VICE PRESIDENT
                                        ---------------



<PAGE>



                                     LENDERS



                                     ABN-AMRO BANK N.V. NEW YORK
                                     BRANCH, AS A CO-AGENT AND LENDER


                                     By: /S/ DONALD SUTTON
                                        ------------------
                                     Title: VICE PRESIDENT
                                           ---------------



                                     By: /S/ CAMERON D. GATEMAN
                                        -----------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     THE BANK OF NOVA SCOTIA, AS A CO-AGENT 
                                     AND LENDER


                                     By: /S/ J. ALAN EDWARDS
                                        --------------------
                                     Title: AUTHORIZED SIGNATORY
                                           ---------------------


<PAGE>



                                     LENDERS



                                     MANUFACTURERS  AND TRADERS  TRUST  COMPANY,
                                     AS A CO-AGENT AND LENDER


                                     By: /S/ STEPHEN WYDYSH
                                        -------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     MARINE MIDLAND BANK, AS A CO-AGENT AND 
                                     LENDER


                                     By: /S/ SUSAN L. LEFEVRE
                                        ---------------------
                                     Title: AUTHORIZED SIGNATORY
                                           ---------------------

<PAGE>



                                     LENDERS



                                     COMERICA BANK


                                     By: /S/ DAVID W. SHIREY
                                        --------------------
                                     Title: ACCOUNT OFFICER
                                           ----------------

<PAGE>



                                     LENDERS



                                     FIRST UNION NATIONAL BANK


                                     By: /S/ MARK B. FELKER
                                        -------------------
                                     Title: SENIOR VICE PRESIDENT
                                           ----------------------


<PAGE>



                                     LENDERS



                                     KEYBANK NATIONAL ASSOCIATION


                                     By: /S/ LAWRENCE A. MACK
                                        ---------------------
                                     Title: SENIOR VICE PRESIDENT
                                           ----------------------

<PAGE>



                                     LENDERS



                                     MELLON BANK, N.A.


                                     By: /S/ BRIAN CIAVERELLA
                                        ---------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     BANKERS TRUST COMPANY


                                     By: /S/ ANTHONY LOGRIPPO
                                        ---------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     THE BANK OF NEW YORK


                                     By: /S/ RANDOLPH E. J. MEDRANO
                                        ---------------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     NATIONAL BANK OF CANADA


                                     By: /S/ ROBERT UHRIG
                                        -----------------
                                     Title: VICE PRESIDENT
                                           ---------------

                                     By: /s/ MICHAEL R. BRACE
                                        ---------------------
                                     Title: MARKETING OFFICER
                                           ------------------

<PAGE>



                                     LENDERS



                                     NATIONAL CITY BANK OF PENNSYLVANIA


                                     By: /S/ WILLIAM FELDMANN
                                        ---------------------
                                     Title: VICE PRESIDENT
                                           ---------------

<PAGE>



                                     LENDERS



                                     TORONTO DOMINION (TEXAS), INC.


                                     By: /S/ DEBBIE A. GREENE
                                        ---------------------
                                     Title: VICE PRESIDENT
                                           ---------------