EIGHTH AMENDMENT TO CREDIT AGREEMENT


       THIS EIGHTH AMENDMENT  TO CREDIT  AGREEMENT (this "AMENDMENT"),  dated as
of November 21, 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  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,  and that certain  Seventh  Amendment to
Credit Agreement and Consent, dated as of June 26, 2001 (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  has requested  that the  Administrative Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment; and

       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.

       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 of  the Credit Agreement  is amended by  inserting the
following definition in the appropriate alphabetical order:

       "`JAPANESE YEN' means the lawful currency of Japan."

       2.2.  Section  1.01  of  the  Credit  Agreement  is  further  amended  by
inserting in the definition of  "ALTERNATIVE  CURRENCY"  after the words "Danish
Crowns," and before the words "Deutsche Marks," the words "Japanese Yen,".

       2.3.  Section  1.01  of  the  Credit  Agreement  is  further  amended  by
inserting in the definition of "ASSIGNED  DOLLAR VALUE" before the words "Pounds
Sterling" in clause (b)(ii)(A) thereof the words "Japanese Yen,".

       2.4.  Section 1.01 of the Credit Agreement is further amended by deleting
the  definition  of "Exchange  Rate" in its  entirety and  replacing it with the
following:

       "`EXCHANGE  RATE' shall mean,  on any day,  (a) with respect to the Euro,
       Japanese  Yen,  Pounds  Sterling  (prior to the  Conversion  Date for the
       United Kingdom), Danish Crowns (prior to the Conversion Date for Denmark)
       and Deutsche Marks (prior to the Conversion Date for the Federal Republic
       of Germany),  the spot rate at which U.S. Dollars are offered on such day
       by the  Administrative  Agent in London for such Alternative  Currency at
       approximately  11:00 A.M. (London time), (b) with respect to U.S. Dollars
       in relation to the Euro,  Japanese  Yen,  Pounds  Sterling  (prior to the
       Conversion  Date for the United  Kingdom),  Danish  Crowns  (prior to the
       Conversion  Date for Denmark) and Deutsche Marks (prior to the Conversion
       Date for the Federal  Republic of  Germany),  the spot rate at which such
       Alternative  Currency is offered on such day by the Administrative  Agent
       in London for U.S. Dollars at approximately  11:00 A.M. (London time) and
       (c) with respect to Pounds Sterling (on and after the Conversion Date for
       the United Kingdom),  Danish Crowns (on and after the Conversion Date for
       Denmark) and  Deutsche  Marks (on and after the  Conversion  Date for the
       Federal  Republic  of  Germany),  the  official  exchange  rate  for such
       currency as  recognized  by the European  Central Bank on the  Conversion
       Date for such country.  For purposes of determining  the Exchange Rate in
       connection with an Alternative Currency Revolving Credit Borrowing,  such
       Exchange Rate shall be  determined as of the Exchange Rate  Determination
       Date for such Borrowing.  The Administrative Agent shall provide Borrower
       with the then  current  Exchange  Rate from time to time upon  Borrower's
       request therefor."


3.     CONDITION  PRECEDENT  TO  THIS  AMENDMENT.   The  effectiveness  of  this
Amendment is subject to the satisfaction,  in form and substance satisfactory to
the Administrative Agent, of the following condition precedent:

       3.1.  The Borrower,  Required Lenders and Required  Alternative  Currency
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.



                                      - 2 -

<PAGE>


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

       4.1.  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.

       4.2. 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.


5.     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.


6.     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.


7.     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.


8.     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.


                            [Signature Pages Follow]














                                     - 3 -

<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 21st day of November 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



                                      CRANE, ENGINEERING & SERVICE GROUP, INC.

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



                                      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



<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

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


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



                                      By:  /s/ Richard Schrage
                                           -----------------------------------
                                      Name:    Richard Schrage
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

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


                                      By:  /s/ J. Alan Edwards
                                           -----------------------------------
                                      Name:    J. Alan Edwards
                                           -----------------------------------
                                      Title:   Managing Director
                                            ----------------------------------




<PAGE>


                                      LENDERS

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


                                      By:  /s/ Jeffrey P. Kenefick
                                           -----------------------------------
                                      Name:    Jeffrey P. Kenefick
                                           -----------------------------------
                                      Title:   Assistant 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:   Account Officer
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      FIRST UNION NATIONAL BANK


                                      By:
                                           -----------------------------------
                                      Name:
                                           -----------------------------------
                                      Title:
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      KEYBANK NATIONAL ASSOCIATION


                                      By:  /s/ Mary K. Young
                                           -----------------------------------
                                      Name:    Mary K. Young
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      MELLON BANK, N.A.


                                      By:  /s/ Edward J. Kloecker
                                           -----------------------------------
                                      Name:    Edward J. Kloecker
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      BANKERS TRUST COMPANY


                                      By:
                                           -----------------------------------
                                      Name:
                                           -----------------------------------
                                      Title:
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      THE BANK OF NEW YORK


                                      By:  /s/ Christine T. Rio
                                           -----------------------------------
                                      Name:    Christine T. Rio
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      NATIONAL BANK OF CANADA


                                      By:  /s/ Mark Dzimian
                                           -----------------------------------
                                      Name:    Mark Dzimian
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------


                                      By:  /s/ Jon W. Patterson
                                           -----------------------------------
                                      Name:    Jon W. Patterson
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      NATIONAL CITY BANK OF PENNSYLVANIA


                                      By:  /s/ Sean D. Grant
                                           -----------------------------------
                                      Name:    Sean D. Grant
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------