SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     THIS SIXTH  AMENDMENT TO CREDIT  AGREEMENT AND CONSENT (this  "AMENDMENT"),
dated as of February 5, 2001, 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 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 amended by that certain First Amendment to Credit  Agreement,
dated as of  September  23,  1998,  that  certain  Second  Amendment  to  Credit
Agreement  and  Consent,  dated as of February  12,  1999,  that  certain  Third
Amendment to Credit  Agreement and Consent,  dated as of November 16, 1999, that
certain Fourth  Amendment to Credit  Agreement and Waiver,  dated as of February
15, 2000,  and that certain  Fifth  Amendment to Credit  Agreement,  dated as of
September  28, 2000 (as so amended and as it may  hereafter be further  amended,
supplemented,  restated,  extended or otherwise  modified from time to time, the
"CREDIT Agreement");

     WHEREAS,  an  Event  of  Default  exists  under  Section  5.04(b) (Interest
Coverage  Ratio) of the Credit  Agreement for the period of four fiscal quarters
ended  December 31, 2000 (the  "EXISTING  EVENT OF DEFAULT")  based on an actual
Interest Coverage Ratio of 2.70 to 1.0 versus a required Interest Coverage Ratio
of 2.75 to 1.0;

     WHEREAS,  the  Borrower has  requested  that the  Administrative  Agent and
Lender Parties waive the Existing Event of Default;

     WHEREAS, for  administrative  simplicity,  operational efficiency and other
reasons, the  Borrower has proposed making certain changes in the organizational
structure of the Borrower and its Subsidiaries, including (a) the merger of G.L.
International Inc. ("GL") with and into Gaffey, Inc. ("GAFFEY"), with  Gaffey as
the surviving corporation (the "GL MERGER"), (b) the merger of Abell-Howe Crane,
Inc.  ("ABELL-HOWE")  with  and  into  Gaffey,  with  Gaffey  as  the  surviving
corporation (the "ABELL-HOWE  MERGER"),  (c) the merger of Washington  Equipment
Company  ("WECO") with and into Gaffey, with Gaffey as the surviving corporation
(the "WECO  MERGER"), and (d) the transfer of ownership of all of the issued and
outstanding shares of stock of Handling Systems and Conveyors, Inc. ("HSC") from
GL to Automatic Systems, Inc. ("ASI") (the "HSC TRANSFER");

     WHEREAS,  the Borrower has also requested that the Administrative Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment; and


<PAGE>

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

     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.

2.   WAIVER.  The  Administrative  Agent  and  Lender  Parties  hereby waive the
Existing  Event of Default under Section 5.04(b) of the Credit  Agreement solely
for the period of four fiscal  quarters ended  December 31, 2000. The  foregoing
waiver is only  applicable and shall only be effective in the specific  instance
and for the specific  purpose for which made. Such waiver is  expressly  limited
to the facts and circumstances  referred to  herein and shall not operate (a) as
a waiver of or consent to  non-compliance  with any other  Section or  provision
of the  Credit  Agreement  or any other Loan  Document,  (b) as a  waiver of any
other right, power or  remedy of the  Administrative  Agent or any Lender  Party
under the Credit  Agreement or any other Loan  Document or (c) as a waiver of or
consent to any  Default or Event of  Default  under the Credit  Agreement or any
other Loan Document, other than as expressly provided in this Section 2.

3.   CONSENT.

     3.1.     Notwithstanding the provisions of Section 5.01(f) (Preservation of
Corporate  Existence, Etc.), Section 5.02(d) (Fundamental  Changes) and  Section
5.02(f)  (Investments in Other Persons) of the Credit Agreement,  but subject to
the  conditions  precedent  set forth in  Section  3.3 and the  other  terms and
conditions of this Amendment, the Administrative Agent and Lender Parties hereby
consent to (a) the GL Merger, (b) the Abell-Howe Merger, (c) the WECO Merger and
(d) the HSC Transfer.

     3.2.     Notwithstanding  the   provisions  of  Section  5.02 (i)  (Charter
Amendments) of the Credit Agreement, but subject to the conditions precedent set
forth in  Section 3.3 and the other terms and conditions of this  Amendment, the
Administrative  Agent and Lender Parties hereby consent to any amendments to the
certificate or articles of incorporation and bylaws of Gaffey,  GL,  Abell-Howe,
WECO and HSC, as the case may be, that are reasonably necessary to carry out the
GL Merger, the Abell-Howe  Merger,  the WECO Merger or the HSC Transfer,  as the
case may be, or that are reasonably  proposed by the Borrower in connection with
any of the foregoing,  in each instance to the extent, and solely to the extent,
that such  amendments  are in form and  substance  reasonably  acceptable to the
Administrative Agent.

     3.3.     Each  transaction  consented  to in  Section 3.1 and 3.2  above is
subject to the satisfaction, as determined by the  Administrative Agent, of each
of the following conditions precedent:









                                       -2-
<PAGE>

             (a)    The  Borrower shall  have  delivered  to the  Administrative
     Agent such Amended and Restated  Schedules to each of the Credit  Agreement
     Security Agreement and Intellectual Property Security Agreement and related
     documentation  as are necessary to replace each of such existing  Schedules
     which, upon the consummation of such transaction,  would no longer be true,
     correct  and  complete,  including,  by  way of  example  only  and  not of
     limitation,  to the extent  applicable:

                   (i)     Schedule   3.01  (a) (ix) to  the  Credit  Agreement,
              States in which Loan Parties are Qualified to do Business;

                   (ii)    Schedule   4.01  (b)  to   the   Credit    Agreement,
              Subsidiaries;

                   (iii)   Schedule  4.01 (k) to the  Credit  Agreement,  Plans,
              Multiemployer Plans and Welfare Plans;

                   (iv)    Schedule  4.01 (bb) to the  Credit  Agreement,  Owned
              Real Estate;

                   (v)     Schedule  4.01 (cc) to the Credit  Agreement,  Leased
              Real Estate;

                   (vi)    Schedule   4.01  (ff)  to  the   Credit    Agreement,
              Intellectual Property;

                   (vii)   Schedule I to the Security  Agreement, Pledged Shares
              and Pledged Debt;

                   (viii)  Schedule III to the Security  Agreement, Locations of
              Equipment and Inventory;

                   (ix)    Schedule IV to the Security Agreement, Trade Names;

                   (x)     Schedule  I  to  the Intellectual  Property  Security
              Agreement, Patents and Patent Applications;

                   (xi)    Schedule  II  to  the Intellectual Property  Security
              Agreement, Trademark Registrations and Applications;

                   (xii)   Schedule III to  the  Intellectual Property  Security
              Agreement Copyright Registrations and Applications; and

                   (xiii)  Schedule IV to  the  Intellectual  Property  Security
              Agreement, Licenses.

             (b)    The  Borrower  shall,  and  shall  have  caused  each of its
     Domestic  Subsidiaries to,  have  executed and  delivered such  agreements,
     instruments, and other  documents,  including,  without  limitation,  UCC-1
     financing statements, UCC-3 amendments to financing  statements, amendments
     to intellectual  property filings, stock  certificates and stock powers, as
     shall be  necessary  or as the  Administrative  Agent shall have  otherwise
     requested in order to maintain the perfected  first priority  status of the
     Administrative Agent's security interests, on behalf of the Lender Parties,
     in the Collateral of the Borrower and its Domestic Subsidiaries.





                                      -3-
<PAGE>

             (c)    As of the date of the  consummation of such  transaction, no
     Default or Event of Default shall have occurred and be continuing.

             (d)    The  representations and  warranties contained in  Section 5
     of this Amendment, the Credit  Agreement and each other Loan Document shall
     be true,  correct and complete on and as of the date of the consummation of
     such transaction, as though made on such date.

             (e)    The  Borrower shall, and shall have caused its  Subsidiaries
     to,  have  taken  all such  actions and  executed  and  delivered all  such
     agreements, instruments, legal opinions (including,  without limitation, an
     opinion that  none of such  transactions  violates the Senior  Subordinated
     Note Indenture) and other documents as the Administrative  Agent shall have
     reasonably  requested  in connection with such transaction.

     3.4.     The foregoing consents in Sections 3.1 and 3.2 are only applicable
and  shall only be  effective in the  specific  instances and  for the  specific
purposes for which made.  Such consents are expressly  limited to the facts  and
circumstances  and  subject to the  conditions  referred to herein and shall not
operate (a) as a waiver of or consent to  non-compliance  with any other Section
or provision of the Credit Agreement or any other Loan Document, (b) as a waiver
of any right, power or remedy of either the  Administrative  Agent or any Lender
Party under the Credit  Agreement or any other Loan  Document or (c) as a waiver
of or consent to any Event of Default or Default  under the Credit  Agreement or
any other Loan Document.

4.   AMENDMENTS.

     4.1.     Section 1.01 of the  Credit  Agreement is amended by deleting from
the definition of "APPLICABLE MARGIN" the entire pricing chart contained therein
and replacing it with the following chart:
<TABLE>
<CAPTION>

                                   APPLICABLE MARGIN    APPLICABLE MARGIN    APPLICABLE MARGIN
                                    FOR PRIME RATE       FOR EURODOLLAR       FOR COMMITMENT
RATIO OF FUNDED DEBT TO EBITDA         ADVANCES           RATE ADVANCES             FEE
------------------------------    -------------------  -------------------  -------------------
<S>                                     <C>                 <C>                  <C>

Equal to or greater than 4.00 ....       0.75%               2.375%               0.375%
Equal to or greater than 3.50 less
    than 4.00 ....................       0.50%               2.125%               0.350%
Equal to or greater than 3.00 less
    than 3.50 ....................       0.25%               1.875%               0.300%
Equal to or greater than 2.50 less
    than 3.00 ....................       0.00%               1.625%               0.200%
Less than 2.50 ...................       0.00%               1.250%               0.150%
</TABLE>











                                      -4-
<PAGE>

     4.2.     Section  1.01 of the Credit  Agreement is amended by inserting the
following definition in the proper alphabetical order:

              "SIXTH  AMENDMENT"  means  that certain Sixth  Amendment to Credit
              Agreement and  Consent, dated as of February 5, 2001, by and among
              the  Borrower,  the Administrative Agent and the Lenders and other
              Lender Parties.

     4.3.     Section  2.05(b)(i) of the Credit Agreement is amended by deleting
such section in its entirety and replacing it with the following:

              "The  Revolving   Credit  Facility  shall  be  automatically   and
              permanently  reduced  on  the  date  of  the  Sixth  Amendment  by
              $50,000,000,   such   reduction  to  be  made  ratably  among  the
              Revolving  Credit  Lenders  in  accordance  with  their  Revolving
              Credit Commitments."

     4.4.     Section  2.06(b)(i) of the Credit Agreement is amended by deleting
such section in its entirety and replacing it with the following:

              "On the date of the Sixth  Amendment,  the Borrower  shall  prepay
              the  amount,  if any,  equal to  the  excess of (A) the  aggregate
              principal  amount  of  the  Revolving  Credit  Advances  plus  the
              aggregate  Dollar  Equivalent of  Alternative  Currency  Revolving
              Credit  Advances plus the aggregate principal amount of Swing Line
              Advances plus the aggregate  principal amount of Letter of  Credit
              Advances  plus  the  aggregate  principal  amount  of  Alternative
              Currency  Letter of Credit  Advances plus the aggregate  Available
              Amount of all Letters of  Credit,  including,  without limitation,
              all  Existing  Letters of Credit,  plus  the  aggregate  Available
              Amount of all  Alternative  Currency  Letters of  Credit,  in each
              instance,  as  then  outstanding,   after  giving  effect  to  any
              Advances or renewals on such date, over (B)  the Revolving  Credit
              Facility after giving  effect to the permanent  reduction  thereof
              on such date in accordance with Section 2.05(b)(i)."

     4.5.     Section  5.04 (a) of the Credit  Agreement is  amended by deleting
from the chart contained therein the dates from and including March 31, 2001 and
the corresponding ratios for such dates and replacing them with the following:

              March 31, 2001                            4.00 to 1.0
              June 30, 2001                             4.00 to 1.0
              September 30, 2001                        3.75 to 1.0
              December 31, 2001                         3.50 to 1.0
              March 31, 2002 and each fiscal
                       quarter end thereafter           3.50 to 1.0.

     4.6.     Section  5.04 (b) of the Credit  Agreement is  amended by deleting
from the chart contained therein the dates from and including March 31, 2001 and
the corresponding ratios for such dates and replacing them with the following:

              FOUR FISCAL QUARTERS ENDING ON:           RATIO

              March 31, 2001                            2.50 to 1.0
              June 30, 2001                             2.50 to 1.0
              September 30, 2001                        2.50 to 1.0
              December 31, 2001                         2.75 to 1.0
              March 31, 2002                            2.75 to 1.0
              June 30, 2002 and each fiscal
                       quarter end thereafter           3.00 to 1.0.

                                       -5-
<PAGE>

5.   REPRESENTATIONS  AND  WARRANTIES OF  THE  BORROWER.   The  Borrower  hereby
represents and warrants as follows:


     5.1.     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
date hereof as though made on the date hereof. 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.

     5.2.     As of the date hereof after giving effect to 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.

     5.3.     The  execution,  delivery and  performance by each applicable Loan
Party of this Amendment or the reaffirmations and confirmations  attached hereto
and each other Loan  Document and the  consummation of each of the  transactions
consented to in Sections 3.1 and 3.2 of this Amendment by each  applicable  Loan
Party 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 such
Loan  Party's  charter or  bylaws,  (ii)  violate  any law  (including,  without
limitation,  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 (including, without limitation, the
Senior  Subordinated Note 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 (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 (including,  without limitation, the Senior
Subordinated Note 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.

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

     5.5.     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 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.

                                       -6-
<PAGE>

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

     6.1.     The  Borrower and  Required  Lenders shall have duly  executed and
delivered this Amendment and each other Loan  Party shall have duly executed the
Acknowledgment and Ratification in connection with this Amendment

     6.2.     After giving  effect to this  Amendment,  no  Default or  Event of
Default shall have occurred and be continuing.

     6.3.     The  representations and warranties contained in Section 5 of this
Amendment, the  Credit  Agreement and each  other  Loan  Document shall be true,
correct and complete on and as of the closing  date of this  Amendment as though
made on such date.

     6.4.     The   Borrower   shall   have   paid  an   amendment  fee  to  the
Administrative  Agent,  for the account of each Lender which has  approved  this
Amendment,  as evidenced by such Lender's  timely  execution  and  delivery of a
counterpart  signature  page  to  this  Amendment  (each  such  Lender  being an
"APPROVING  LENDER"), in an amount equal to 0.125%  (i.e. 12.5 basis  points) of
such Approving Lender's Revolving Credit Commitment.

     6.5.     The  Borrower and its Subsidiaries shall have delivered such other
documents  and  taken  such  other  actions  as  the  Administrative  Agent  may
reasonably request.

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

     7.1.     Except  as  specifically  amended in Section  4 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.

     7.2.     Upon the  effectiveness 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.

8.   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.  Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
















                                       -7-
<PAGE>

9.   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.

10.  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.

11.  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]













































                                       -8-
<PAGE>





     IN  WITNESS  WHEREOF, the parties  hereto have caused this  Amendment to be
executed by  their  respective  officers thereunto  duly  authorized on the date
first above written.

                                    COLUMBUS MCKINNON CORPORATION

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Executive Vice President


<PAGE>



     The undersigned  hereby  acknowledge and agree to this Amendment, and agree
that the  Guaranty,  the  Security  Agreement,  and  the  Intellectual  Property
Security  Agreement,  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 5th day of February 2001.


                                    AUTOMATIC SYSTEMS, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    LICO STEEL, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    ABELL-HOWE CRANE, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    G.L. INTERNATIONAL INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    GAFFEY, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer
<PAGE>


                                    HANDLING SYSTEMS AND CONVEYORS, INC.


                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    YALE INDUSTRIAL PRODUCTS, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer


                                    WASHINGTON EQUIPMENT COMPANY

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer



<PAGE>


                                    Lenders

                                    FLEET  NATIONAL   BANK,  as   Administrative
                                    Agent, Initial Issuing Bank, Swing Line Bank
                                    and Lender

                                    By:    /S/ John C. Wright
                                           --------------------------------
                                           John C. Wright
                                           Title: Vice President
<PAGE>


                                    Lenders

                                    ABN-AMRO BANK N.V. NEW YORK
                                    BRANCH, as a Co-Agent and Lender


                                    By:    /S/ Juliette Mound
                                           ---------------------------------
                                    Title: Assistant Vice President
                                           ---------------------------------

                                    By:    /S/ Donald Sutton
                                           ---------------------------------
                                    Title: Group Vice President and Director
                                           ---------------------------------

<PAGE>


                                    Lenders

                                    THE BANK OF NOVA SCOTIA, as a Co-Agent and
                                    Lender

                                    By:    /S/ J. Alan Edwards
                                           --------------------------------
                                    Title: Managing Director
                                           --------------------------------

<PAGE>


                                    Lenders

                                    MANUFACTURERS AND TRADERS TRUST COMPANY, as
                                    a Co-Agent and Lender

                                    By:    /S/ Stephen J. Wydysh
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    HSBC BANK USA (formerly known as Marine
                                    Midland Bank), as a Co-Agent and Lender

                                    By:    /S/ Ted Oexle
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    COMERICA BANK

                                    By:    /S/ Joel S. Gordon
                                           --------------------------------
                                    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/ Mary K. Young
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    MELLON BANK, N.A.

                                    By:    /S/ Edward J. Kloecker
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    BANKERS TRUST COMPANY

                                    By:    /S/ Diane F. Rolfe
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    THE BANK OF NEW YORK

                                    By:    /S/ Mark Wrigley
                                           --------------------------------
                                    Title: Assistant Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    NATIONAL BANK OF CANADA

                                    By:    /S/ Michael S. Woodard
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

                                    By:    /S/ R. Uhrig
                                           --------------------------------
                                    Title: Vice President and Manager
                                           --------------------------------

<PAGE>


                                    Lenders

                                    NATIONAL CITY BANK OF PENNSYLVANIA

                                    By:    /S/ William A. Feldmann
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------