NINTH AMENDMENT TO CREDIT AGREEMENT

          THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this  "AMENDMENT"), dated as
of February 12, 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  and  that  certain  Eighth
Amendment to Credit Agreement,  dated as of November 21, 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,  Events of Default exist  under (i) Section  5.04(a)  (Funded
Debt to EBITDA  Ratio) of the Credit  Agreement  for the  period of four  fiscal
quarters  ended December 30, 2001 based on an actual Funded Debt to EBITDA Ratio
of 4.57 to 1.0 versus a required  Funded Debt to EBITDA Ratio of 4.10 to 1.0 and
(ii) Section  5.04(b)  (Interest  Coverage  Ratio) for the period of four fiscal
quarters ended December 30, 2001 based on an actual  Interest  Coverage Ratio of
2.33 to 1.0 versus a required Interest Coverage Ratio of 2.35 to 1.0 (the Events
of Default described in clauses (i) and (ii), the "EXISTING EVENTS OF DEFAULT");

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

          WHEREAS,  the Borrower has  proposed to sell  all of the stock  of its
subsidiary, Automatic Systems, Inc. ("ASI");

          WHEREAS, the Borrower has also requested that the Administrative Agent
and Lender Parties otherwise 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 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,   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.        CONSENT.

          Notwithstanding  the  provisions of Section  5.01(f) (Preservation  of
Corporate Existence,  Etc.),  Section 5.02(d) (Fundamental  Changes) and Section
5.02(e) (Sales,  Etc. of Assets) of the Credit  Agreement or any other provision
of the Credit  Agreement,  but subject to the conditions  precedent set forth in
Section 6 hereof  and the other  terms and  conditions  of this  Amendment,  the
Administrative  Agent  and  Lender  Parties  hereby  consent  to the sale by the
Borrower  of all of  the  stock  of ASI to a  third  party  in an  arms-  length
transaction; PROVIDED, THAT, (i) the Borrower shall sell all the shares of stock
of ASI for their fair market value, (ii) the total consideration received by the
Borrower  from the sale of the stock of ASI is  comprised  of a  combination  of
cash, a promissory note payable by the purchaser (the  "Promissory  Note") and a
post-closing  earn-out  provision,  with the  total  amount  of cash paid to the
Borrower at closing being at least $19,500,000 and the amounts of the Promissory
Note and the earn-out provision being acceptable to the Administrative Agent, in
its sole  discretion,  (iii) the terms and conditions of the Promissory Note and
such earn-out provision shall be satisfactory to the Administrative  Agent, (iv)
the entire Net Cash  Proceeds  received at closing from the sale of the stock of
ASI shall be applied to prepay the then outstanding  Advances in accordance with
Section  2.06(b)(ii)  of the  Credit  Agreement,  resulting  in a  corresponding
permanent reduction in the amount of the Revolving Credit Facility,  (v) the Net
Cash Proceeds,  if any,  received from time to time after closing of the sale of
the stock of ASI, whether such Proceeds are received as payments under the terms
and conditions of the Promissory Note or received as payments under the earn-out
provision  shall upon receipt by the Borrower be promptly  applied to prepay the
then outstanding Advances in accordance with the terms of Section 2.06(b)(ii) of
the Credit  Agreement,  with each such  prepayment  resulting in a corresponding
permanent  reduction in the amount of the Revolving  Credit  Facility,  (vi) the
Promissory Note shall be pledged to the Administrative Agent, for the benefit of
itself and the Lender Parties,  as additional  Collateral for the Obligations of
the Loan Parties under the Loan Documents  pursuant to documentation in form and
substance  satisfactory to the Administrative Agent, and the Borrower shall take
all such  steps as may be  necessary  or  desirable  in  order  to  provide  the
Administrative  Agent, on behalf of itself and the Lender Parties,  with a first
priority   perfected  security  interest  in  the  Promissory  Note,  (vii)  the
transaction  does not result in a breach or other  violation of any of the terms
and  conditions of the Senior  Subordinated  Note  Indenture or any other Senior
Subordinated Note Document or result in a circumstance which requires any of the
proceeds  from the sale of the stock of ASI to be applied to repay or repurchase


                                     - 2 -

<PAGE>


any of the  Senior  Subordinated  Notes,  (viii)  at or  prior  to the  time  of
consummation of the transaction,  Borrower's outside legal counsel shall deliver
a legal opinion to Administrative Agent, for the benefit of Administrative Agent
and  the  other  Credit  Parties,  in form  and  substance  satisfactory  to the
Administrative  Agent,  (A) to the effect that the  transaction is in compliance
with the terms of the Credit Agreement and the other Loan Documents,  (B) to the
effect that the  transaction  does not result in a breach or other  violation of
the terms and conditions of the Senior  Subordinated Note Indenture or any other
Senior Subordinated Note Document or result in a circumstance which requires any
of the proceeds from the transaction to be applied to repay or repurchase any of
the Senior  Subordinated  Notes and (C)  concerning  such  other  matters as the
Administrative  Agent may  request,  and (ix) the purchase  agreement  and other
legal agreements and documentation  governing the sale of the stock of ASI shall
be in form and substance reasonably satisfactory to the Administrative Agent and
the  Administrative  Agent and its  counsel  shall have had  sufficient  time to
review  such  purchase  agreement  and  all  such  other  legal  agreements  and
documentation prior to the consummation of the transaction.

3.        WAIVER.  The Administrative Agent and Lender  Parties hereby waive the
Existing  Events of Default  under  Sections  5.04(a)  and 5.04(b) of the Credit
Agreement solely for the period of four fiscal quarters ended December 30, 2001.
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 3.

4.        AMENDMENTS.

          4.1.  (a) 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:

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

Equal to or greater than
     4.50                      2.000%              3.250%            0.500%
Equal to or greater than
     4.00 less than 4.50       1.750%              3.000%            0.500%
Equal to or greater than
     3.50 less than 4.00       1.500%              2.750%            0.500%
Equal to or greater than
     3.00 less than 3.50       1.250%              2.500%            0.500%
Less than 3.00                 1.000%              2.250%            0.400%



                                     - 3 -

<PAGE>

          In  addition,   notwithstanding  any  other  provision  of  the Credit
Agreement or any other Loan Document,  pricing shall remain at the highest level
set forth in the above pricing chart until the earlier of (i) the  prepayment of
Advances and a corresponding  permanent reduction in the amount of the Revolving
Credit Facility of at least  $19,500,000 from the Net Cash Proceeds  received by
the Borrower from its sale of the stock of ASI in a transaction  consummated  in
compliance with the terms and conditions of Section 2 of the Ninth Amendment and
(ii) delivery to the Administrative Agent of the Borrower's Financial Statements
for its fiscal quarter ended September 30, 2002.

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


          "NINTH   AMENDMENT"  means  that  certain  Ninth  Amendment  to Credit
          Agreement,  dated as of February 12, 2002,  by and among the Borrower,
          the Administrative Agent and the Lenders and other Lender Parties.

          4.3.  Section 5.01 of the Credit  Agreement  (Covenants) is amended by
inserting the following  additional covenants at the end thereof as new Sections
5.01(p) and (q):


               "(p)  MACHINERY AND EQUIPMENT  APPRAISALS.  The Borrower,  at its
          expense,  shall from time to time  deliver,  as  promptly  as possible
          following  Administrative  Agent's request  therefore and in any event
          within  sixty  (60)  days  following  Administrative  Agent's  request
          therefore,  all  such  appraisals  and  valuations  of  machinery  and
          equipment as Administrative Agent shall from time to time request. Any
          and  all  such  appraisals  and  valuations   shall  be  performed  by
          appraisers selected by Administrative  Agent (and Administrative Agent
          in its discretion shall determine  whether the appraiser is engaged by
          the  Administrative  Agent or by the  Borrower  on the  Administrative
          Agent's  behalf)  and  shall  be  prepared  on a basis  acceptable  to
          Administrative Agent.


               (q) MORTGAGES.  As promptly as possible following the date of the
          Ninth Amendment,  and in any event within ninety (90) days thereafter,
          the  Borrower  shall have taken all actions  necessary or desirable to
          grant to the  Administrative  Agent, for the benefit of itself and the
          Lender Parties, a first priority,  perfected mortgage and lien on each
          of the real properties set forth on SCHEDULE A to the Ninth Amendment.
          In  furtherance,  but in limitation of the generality of the foregoing
          sentence,  as  promptly as  possible  following  the date of the Ninth
          Amendment,  and in any event within ninety (90) days  thereafter,  the
          Borrower shall deliver to the Administrative Agent, for the benefit of
          the Administrative Agent and the Lender Parties,  with respect to each
          of the real  properties set forth on SCHEDULE A to the Ninth Amendment
          (i) a duly executed  mortgage,  in form and substance  satisfactory to
          the   Administrative   Agent,   (ii)  a  title   policy   naming   the
          Administrative  Agent,  on  behalf  of  itself  and the  other  Lender
          Parties,  from a title company acceptable to the Administrative Agent,
          (iii) a new survey or existing survey acceptable to the Administrative
          Agent,  (iv) UCC-1 financing  statement  fixture filings,  in form and
          substance  satisfactory to the Administrative Agent, (v) an opinion of
          local counsel as to due  execution,  authority,  perfection  and other
          matters, from local counsel acceptable to the Administrative Agent and
          in form and substance  satisfactory  to the  Administrative  Agent and
          (vi)  payment  of  all  applicable  mortgage  recording  taxes,  title


                                     - 4 -

<PAGE>

          provisions,  recording  and  filing  fees,  search  charges  and other
          similar charges and expenses.  The Administrative Agent shall have the
          right,  at  Borrower's  expense,  to  conduct  or have an  independent
          environmental  firm selected by the  Administrative  Agent conduct all
          such environmental  reviews,  assessments,  audits, and investigations
          with respect to any of the real  properties set forth on SCHEDULE A to
          the Ninth Amendment as the  Administrative  Agent may request.  In the
          event that the  Administrative  Agent  determines  on the basis of any
          such environmental review,  assessment,  audit or investigation not to
          proceed  with the filing of a mortgage  on any of the real  properties
          set forth on  SCHEDULE A to the Ninth  Amendment,  the  Administrative
          Agent  and  Borrower  shall in good  faith  act to find a  replacement
          unencumbered  real  property  or  properties  of  Borrower of equal or
          greater  value which shall be mortgaged to the  Administrative  Agent,
          for the benefit of the  Administrative  Agent and the Lender  Parties,
          pursuant to the requirements of this Section 5.01 (q)."

          4.4.  Section 5.04(a) of the Credit  Agreement  (Funded Debt to EBITDA
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:


          FOUR FISCAL QUARTERS ENDING ON:              RATIO
          -------------------------------              -----

          December 31, 2001                         4.85 to 1.0
          March 31, 2002                            4.85 to 1.0
          June 30, 2002                             4.75 to 1.0
          September 30, 2002                        4.50 to 1.0
          December 31, 2002                         4.25 to 1.0

          4.5.  Section 5.04(b)  of  the  Credit  Agreement  (Interest  Coverage
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:


          FOUR FISCAL QUARTERS ENDING ON:               RATIO
          -------------------------------               -----


          December 31, 2001                          2.00 to 1.0
          March 31, 2002                             2.00 to 1.0
          June 30, 2002                              2.25 to 1.0
          September 30, 2002                         2.50 to 1.0
          December 31, 2002                          2.75 to 1.0

          4.6.  Section 5.04(d) of the Credit  Agreement  (Minimum Net Worth) is
amended and restated in its entirety to read as set forth below:


          "(d)  MINIMUM NET WORTH.  Maintain,  as of the last day of each fiscal
          quarter,  an excess of  Consolidated  total  assets over  Consolidated
          total  liabilities  of the Borrower and its  Subsidiaries  of not less
          than (i)  $200,000,000,  as such  amount may be reduced in  connection
          with any write down of  goodwill  relating to ASI based on FASB 141 or
          loss in connection  with the Borrower's  sale of the stock of ASI in a
          transaction  consummated  in  compliance  with  Section 2 of the Ninth


                                     - 5 -

<PAGE>

          Amendment by an amount equal to the lesser of (x) the actual amount of
          the  write  down of  goodwill  or loss in  connection  with  such sale
          transaction  and  (y)  $120,000,000  plus  (ii)  75%  of  Consolidated
          positive net income (and excluding 100% of Consolidated net losses) of
          the  Borrower  and its  Subsidiaries  since  December  31, 2001 to and
          including each date of  determination  computed on a cumulative  basis
          for said entire period."

          4.7.  Section 5.04 of the Credit Agreement is hereby amended by adding
the following as a new Section 5.04(e):


          "(e)  MINIMUM  EBITDA.  Maintain,  as of the last  day of each  fiscal
          quarter of the  Borrower  set forth  below,  EBITDA for the one fiscal
          quarter  then  ended of the  Borrower  of not less than the amount set
          forth below for such fiscal quarter:


          FISCAL QUARTER ENDING ON:                    AMOUNT
          -------------------------                    ------


          March 31, 2002                             $16,000,000
          June 30, 2002                              $16,000,000
          September 30, 2002                         $17,000,000
          December 31, 2002                          $17,000,000"

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 and 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 and/or the  reaffirmations  and  confirmations  attached
hereto and each other Loan  Document  and the  consummation  of the  transaction
contemplated  by  Section 2 of this  Amendment  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,  any  Regulation  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),


                                     - 6 -

<PAGE>

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.        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 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.

          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 4 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.


                                     - 7 -

<PAGE>

          6.5.  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.

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


          7.1.  Except as  specifically  amended  in Section 4 above and for the
specific consent and waivers set forth in Sections 2 and 3, respectively,  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.

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.  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]









                                     - 8 -


<PAGE>




                          SCHEDULE A TO NINTH AMENDMENT

                               MORTGAGE PROPERTIES



1.        Muskegon, MI

2.        Charlotte, NC

3.        Wadesboro, NC

4.        Cedar Rapids, IA

5.        Damascus, VA

6.        Abington, VA

7.        Amherst, NY



<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 12th day of February 2002.


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



                                      By:  /s/ Dean P. Giglio
                                           -----------------------------------
                                      Name:    Dean P. Giglio
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

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


                                      By:  /s/ Philip Adsetts
                                           -----------------------------------
                                      Name:    Philip Adsetts
                                           -----------------------------------
                                      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:  /s/ Jorge A. Gonzalez
                                           -----------------------------------
                                      Name:    Jorge A. Gonzalez
                                           -----------------------------------
                                      Title:   Senior Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      KEYBANK NATIONAL ASSOCIATION


                                      By:  /s/ Thomas L. Purcell
                                           -----------------------------------
                                      Name:    Thomas L. Purcell
                                           -----------------------------------
                                      Title:   Senior 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:  /s/ Diane F. Rolfe
                                           -----------------------------------
                                      Name:    Diane F. Rolfe
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      THE BANK OF NEW YORK


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


<PAGE>


                                      LENDERS

                                      PNC BANK, NATIONAL ASSOCIATION


                                      By:  /s/ Eric Huff
                                           -----------------------------------
                                      Name:    Eric Huff
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      NATIONAL CITY BANK OF PENNSYLVANIA


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