TWELFTH AMENDMENT TO CREDIT AGREEMENT

         THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as
of September 27, 2002, 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 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,  that  certain  Fifth  Amendment  to  Credit  Agreement,  dated as of
September  28,  2000,  that certain  Sixth  Amendment  to Credit  Agreement  and
Consent,  dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement and Consent,  dated as of June 26, 2001, that certain Eighth Amendment
to Credit Agreement, dated as of November 21, 2001, that certain Ninth Amendment
to Credit Agreement, dated as of February 12, 2002, that certain Tenth Amendment
to Credit  Agreement,  dated as of April 16,  2002,  and that  certain  Eleventh
Amendment  to  Credit  Agreement,  dated  as of  June  6,  2002  (the  "ELEVENTH
AMENDMENT")  (the Credit  Agreement,  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,  the  Borrower  believes  that it may be in default  under the
covenants set forth in Section 5.04(a) (Maximum Funded Debt to EBITDA Ratio) and
Section 5.04(e)  (Minimum  EBITDA) of the Credit Agreement for the period ending
September 29, 2002;

         WHEREAS,  the Borrower has requested that the Administrative  Agent and
Lender  Parties  waive any defaults  which may arise under such  sections of the
Credit Agreement for the period ending September 29, 2002;

         WHEREAS, the Borrower,  the Administrative Agent and Lender Parties are
desirous of amending the Credit Agreement as and to the extent set forth herein;

         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.






<PAGE>


         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,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties 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 any
Events of Default which may arise solely under Sections  5.04(a) (Maximum Funded
Debt to EBITDA  Ratio) and  5.04(e)  (Minimum  EBITDA)  of the Credit  Agreement
solely and exclusively  for the period ending  September 29, 2002. 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.       COVENANTS.

         3.1.     In  addition  to  any  amounts  which  may  be  payable by the
Borrower pursuant to Sections 6.2 and 6.3 of the Eleventh Amendment, on November
15, 2002, the Borrower shall pay to the Administrative Agent, for the benefit of
the Lenders, a fee in the amount of $187,500;  PROVIDED,  HOWEVER,  that, if the
Borrower  has  prepaid  all of  the  outstanding  Advances  and  terminated  the
Revolving Credit Facility on or before November 15, 2002, then such $187,500 fee
shall not be payable.

         3.2.     Section 5.1  of the Eleventh Amendment  is hereby  restated in
its entirety to read as follows:

                  "5.1 If the  Borrower  has not  prepaid the  Revolving  Credit
                  Advances   by  at  least   $50,000,000   and   correspondingly
                  permanently  reduced the Revolving Credit Facility by at least
                  $50,000,000 on or before November 15, 2002, then:

                       (a)   on November 15, 2002,  the Borrower and each of its
                  Domestic  Subsidiaries  shall enter into a new cash management
                  system,  which shall include a cash collateral  account,  with
                  the  Administrative  Agent and each bank at which the Borrower
                  or  such  Subsidiary  maintains  a  bank  account,  such  cash
                  management system to be in form and substance  satisfactory to
                  the Administrative Agent; and

                       (b)   from and  after  November 15,  2002,  the  Borrower
                  shall permit the  Administrative  Agent to conduct at any time


                                     - 2 -

<PAGE>

                  and from time to time  such  commercial  finance  examinations
                  and/or  Collateral audits of the Borrower and its Subsidiaries
                  as the Administrative Agent may request."


4.       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:

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

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

         4.3.     The Borrower and the other Loan  Parties  shall have taken all
such other  actions  and  executed  and  delivered  all such  other  agreements,
instruments,  certificates and documents,  if any, as the  Administrative  Agent
shall have reasonably requested.

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

         5.1.     Except as specifically set forth in this Amendment, the Credit
Agreement  and each of the other Loan  Documents  shall remain in full force and
effect and each is hereby ratified and confirmed.

         5.2.     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.

6.       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.       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.

8.       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.

9.       HEADINGS.  Section  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.


                                     - 3 -

<PAGE>


                            [signature pages follow]
























































<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>


                         ACKNOWLEDGMENT AND RATIFICATION

         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 6th day of June 2002.


                                 AUDUBON WEST, INC.


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


                                 LICO STEEL, INC.

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



                                 CRANE EQUIPMENT & SERVICE, 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















<PAGE>


                                 AUDUBON EUROPE S.A.R.L.


                                 By:      /S/ ROBERT L. MONTGOMERY
                                          -----------------------------
                                          Robert L. Montgomery
                                 Title:   Director




<PAGE>


                                 LENDERS

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


                                 By:      /S/ JOHN C. WRIGHT
                                          -----------------------------
                                 Name:    John C. Wright
                                 Title:   Vice President




<PAGE>


                                 LENDERS

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


                                 By:      /S/ PAUL A. WEISSENBERGER
                                          -----------------------------
                                 Name:    P.A. Weissenberger
                                 Title:   Authorized Signatory


<PAGE>


                                 LENDERS

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


                                 By:      /S/ JEFFREY P. KENEFICK
                                          -----------------------------
                                 Name:    Jeffrey P. Kenefick
                                 Title:   Vice President


<PAGE>


                                 LENDERS

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


                                 By:      /S/ JOHN G. TIERNEY
                                          -----------------------------
                                 Name:    John G. Tierney
                                 Title:   Vice President


<PAGE>


                                 LENDERS

                                 COMERICA BANK


                                 By:      /S/ JOEL S. GORDON
                                          -----------------------------
                                 Name:    Joel S. Gordon
                                 Title:   Assistant Vice President


<PAGE>


                                 LENDERS

                                 WACHOVIA BANK, NA


                                 By:      /S/ JORGE A. GONZALEZ
                                          -----------------------------
                                 Name:    Jorge A. Gonzalez
                                 Title:   Managing Director


<PAGE>


                                 LENDERS

                                 KEYBANK NATIONAL ASSOCIATION


                                 By:      /S/ MARY K. YOUNG
                                          -----------------------------
                                 Name:    Mary K. Young
                                 Title:   Vice President


<PAGE>


                                 LENDERS

                                 THE BANK OF NEW YORK


                                 By:      /S/ CHRISTINE T. RIO
                                          -----------------------------
                                 Name:    Christine T. Rio
                                 Title:   Vice President