Exhibit 10.2

                                 FIRST AMENDMENT

                                 to that certain

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

     This FIRST AMENDMENT,  dated as of January 8, 2007 (this  "AMENDMENT"),  is
                                                                ---------
made  in  connection  with  that  certain  Third  Amended  and  Restated  Credit
Agreement,  dated as of March 16, 2006 (the "CREDIT AGREEMENT"),  among Columbus
                                             ------ ---------
McKinnon Corporation (the "BORROWER"), the Guarantors named therein, the lending
                           --------
institutions  party  thereto  (the  "LENDERS"),  and Bank of America,  N.A.,  as
                                     -------
Administrative  Agent, Swing Line Lender and L/C Issuer.  Capitalized terms used
herein and not defined  herein shall have the meanings  ascribed  thereto in the
Credit Agreement.

     WHEREAS,  the Borrower has requested that the Administrative  Agent and the
Lenders agree to amend certain terms and provisions of the Credit Agreement,  as
specifically set forth in this Amendment; and

     WHEREAS,  the Lenders are willing to amend certain terms and  provisions of
the Credit  Agreement,  but only on the terms and subject to the  conditions set
forth herein.

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto hereby agree as follows:

     1.  AMENDMENTS.
         ----------

     (a) The definition of "Interest  Payment Date" set forth in Section 1.01 of
the Credit  Agreement is hereby amended by deleting the text "15th" set forth in
the fifth line  thereof and  substituting  in lieu thereof the  following  text:
"fifth (5th)".

     (b) The  definition  of "Interest  Period" set forth in Section 1.01 of the
Credit Agreement is hereby amended by inserting the words "seven (7) or fourteen
(14) days or"  immediately  before  the text  "one,  two,  three or six  months"
occurring in the third line thereof.

     (c) Section  2.02(e)  is  hereby  amended  by  adding  the  following  text
immediately  before the period at the end of such Section:  "and there shall not
be more than one (1) Interest Period  comprised of seven or fourteen days at any
time".

     (d) Section  2.03(i) is hereby  amended by deleting the reference to "fifth
Business Day of each of March,  June,  September  and December" set forth in the
seventh line thereof and substituting in lieu thereof the following text: "fifth
(5th) day of each of January, April, July and October".

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     (e) Section  2.03(j) is hereby  amended by deleting the reference to "tenth
Business Day after the end of each of March,  June,  September and December" set
forth in the fourth line thereof and  substituting in lieu thereof the following
text: "fifth (5th) day of each of January, April, July and October".

     (f) Section  2.09(a) of the Credit  Agreement is hereby amended by deleting
the two references  therein to "15th"  occurring in the seventh and eighth lines
thereof and substituting in lieu thereof the following text: "fifth (5th)".

     2.  AFFIRMATION  AND  ACKNOWLEDGMENT.  The  Borrower  hereby  ratifies  and
         --------------------------------
confirms all of its Obligations to the Lenders,  including,  without limitation,
the  Loans,  the Notes and the other Loan  Documents,  and the  Borrower  hereby
affirms  its  absolute  and  unconditional  promise  to pay to the  Lenders  all
Obligations under the Credit Agreement as amended hereby.  Each Guarantor hereby
acknowledges and consents to this Amendment and agrees that its Guaranty remains
in full force and effect,  and each such Guarantor  confirms and ratifies all of
its  Guaranty  obligations  under  the  Credit  Agreement  and  the  other  Loan
Documents.  The Borrower and the Guarantors  hereby confirm that the Obligations
or Guaranty obligations under the Credit Agreement,  as the case may be, are and
remain secured pursuant to the Credit Agreement and the Collateral Documents and
pursuant to all other  instruments  and documents  executed and delivered by the
Borrower  or such  Guarantor,  as  security  for  the  Obligations  or  Guaranty
obligations under the Credit Agreement, as the case may be.

     3.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
         --------------------------------
warrants to the Lenders as follows:

     (a) The execution  and delivery by the Borrower and the  Guarantors of this
         Amendment,  and the  performance  by the Borrower and the Guarantors of
         their  obligations  and agreements  under this Amendment and the Credit
         Agreement as amended hereby, are within the corporate  authority of the
         Borrower  and the  Guarantors  and,  have been duly  authorized  by all
         necessary  corporate  proceedings  on  behalf of the  Borrower  and the
         Guarantors,  and do not contravene any provision of law, statute,  rule
         or  regulation to which the Borrower or any Guarantor is subject or the
         Borrower's or any  Guarantor's  charter,  other  incorporation  papers,
         by-laws  or any stock  provision  or any  amendment  thereof  or of any
         agreement  or  other  instrument  binding  upon  the  Borrower  or  any
         Guarantor.

     (b) This Amendment and the Credit  Agreement as amended  hereby  constitute
         legal,   valid  and  binding   obligations  of  the  Borrower  and  the
         Guarantors,  enforceable  in accordance  with their  respective  terms,
         except as limited by bankruptcy, insolvency, reorganization, moratorium
         or other laws  relating to or affecting  generally the  enforcement  of
         creditors'  rights or  general  principles  of equity and except to the
         extent  that  availability  of the remedy of  specific  performance  or
         injunctive  relief is subject  to the  discretion  of the court  before
         which any proceeding therefore may be brought.

<PAGE>

     (c) Other than approvals or consents which have been obtained,  no approval
         or consent of, or filing with, any governmental  agency or authority is
         required to make valid and legally  binding the execution,  delivery or
         performance by the Borrower of this Amendment and the Credit Agreement,
         as amended hereby.

     (d) The representations and warranties contained in Article V of the Credit
         Agreement are true and correct at and as of the date made and as of the
         date  hereof,   except  to  the  extent  of  changes   resulting   from
         transactions  contemplated or permitted by the Credit Agreement and the
         other Loan  Documents and changes  occurring in the ordinary  course of
         business that singly or in the aggregate are not materially adverse, or
         to the extent that such representations and warranties relate expressly
         to an earlier date.

     (e) The Borrower has performed  and complied in all material  respects with
         all terms and  conditions  herein  required to be performed or complied
         with by it prior to or at the time  hereof,  and as of the date hereof,
         after giving effect to the provisions hereof,  there exists no Event of
         Default or Default.

     4.  CONDITIONS TO  EFFECTIVENESS. The effectiveness of this Amendment shall
         ----------------------------
be conditioned upon execution hereof by the Required Lenders.

     5.  COUNTERPARTS.  This Amendment may be executed in  several  counterparts
         ------------
and by each party on a separate  counterpart,  each of which when  executed  and
delivered shall be an original,  and all of which together shall  constitute one
instrument.  In proving  this  Amendment it shall not be necessary to produce or
account  for more than one such  counterpart  signed by the party  against  whom
enforcement is sought.

     6.  DELIVERY  BY  FACSIMILE.  This  Amendment,  to the  extent  signed  and
         -----------------------
delivered  by means of a facsimile  machine,  shall be treated in all manner and
respects as an original  agreement or instrument and shall be considered to have
the same binding legal effect as if it were the original  signed version thereof
delivered in person. At the request of any party hereto or to any such agreement
or  instrument,  each other party hereto or thereto  shall  re-execute  original
forms thereof and deliver them to all other  parties.  No party hereto or to any
such  agreement  or  instrument  shall raise the use of a  facsimile  machine to
deliver a signature or the fact that any  signature  or agreement or  instrument
was  transmitted  or  communicated  through the use of a facsimile  machine as a
defense to the  formation  of a  contract  and each party  forever  waives  such
defense.

     7.  MISCELLANEOUS PROVISIONS.
         ------------------------

     (a) Except as otherwise  expressly  provided by this Amendment,  all of the
terms,  conditions  and  provisions  of the Credit  Agreement and the other Loan
Documents  shall  remain  the same.  It is  declared  and  agreed by each of the

<PAGE>

parties hereto that the Credit Agreement,  as amended hereby,  shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.

     (b) This Amendment shall be construed according to and governed by the laws
of the Commonwealth of Massachusetts.

     (c) Pursuant  to  Section  10.04 of the  Credit  Agreement,  all  costs and
expenses  incurred or sustained by the  Administrative  Agent in connection with
this Amendment,  including the fees and  disbursements  of legal counsel for the
Agent in producing,  reproducing and negotiating this Amendment, will be for the
account of the Borrower whether or not this Amendment is consummated.


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<PAGE>



     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be
executed as of the date first written above.

                                         BORROWER
                                         --------

                                         COLUMBUS MCKINNON CORPORATION

                                         By:   /S/ Karen L. Howard
                                               --------------------------------
                                               Name: Karen L. Howard
                                               Title: Vice President


                                         GUARANTORS
                                         ----------

                                         YALE INDUSTRIAL PRODUCTS, INC.


                                         By:   /S/ Karen L. Howard
                                               --------------------------------
                                               Name: Karen L. Howard
                                               Title: Vice President

                                         CRANE EQUIPMENT & SERVICE, INC.


                                         By:   /S/ Karen L. Howard
                                               --------------------------------
                                               Name: Karen L. Howard
                                               Title: Vice President



<PAGE>



                                         AUDUBON EUROPE S.A.R.L.


                                         By:   /S/ Karen L. Howard
                                               --------------------------------
                                               Name: Karen L. Howard
                                               Title: Vice President

                                         By:   /S/ Romain Thillens
                                               --------------------------------
                                               Name: Romain Thillens
                                               Title: Manager




<PAGE>


                                         BANK OF AMERICA, N.A.,
                                         as Administrative Agent

                                         By:   /S/ Sharon D. Turner
                                               --------------------------------
                                               Name: Sharon D. Turner
                                               Title: Assistant Vice President
                                                      Agency Management Officer


<PAGE>



                                         BANK OF AMERICA, N.A.
                                         as Lender, L/C Issuer and Swing
                                            Line Lender

                                         By:   /S/ Colleen O'Brien
                                               --------------------------------
                                               Name: Colleen O'Brien
                                               Title: Vice President



<PAGE>


                                         CITIZENS BANK, N.A.

                                         By:   /S/ Thomas L. Giles
                                               --------------------------------
                                               Name: Thomas L. Giles
                                               Title: Vice President



<PAGE>


                                         MANUFACTURERS AND TRADERS TRUST COMPANY

                                         By:   /S/ Andrew M. Constantino
                                               --------------------------------
                                               Name: Andrew M. Constantino
                                               Title: Vice President



<PAGE>


                                         JPMORGAN CHASE BANK, N.A.

                                         By:   /S/ Cary J. Haller
                                               --------------------------------
                                               Name: Cary J. Haller
                                               Title: Vice President



<PAGE>


                                         NATIONAL CITY BANK

                                         By:   /S/ Susan J. Dimmick
                                               --------------------------------
                                               Name: Susan J. Dimmick
                                               Title: Vice President




<PAGE>


                                         GREATER BUFFALO SAVINGS BANK

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