SECOND AMENDMENT TO
                          CREDIT AGREEMENT AND CONSENT

         THIS  SECOND   AMENDMENT  TO  CREDIT   AGREEMENT   AND  CONSENT   (this
"AMENDMENT"),  dated as of February __, 1999, 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 (the "FIRST  AMENDMENT") (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 desires to consummate certain acquisitions which
would  require the consent of the Lenders to the waiver or  amendment of certain
provisions of the Credit Agreement in order to permit such acquisitions;

         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  the
merger of Yale Industrial  Products,  Inc.  ("YALE") with and into the Borrower,
with the Borrower as the surviving  corporation (the "YALE MERGER"),  the merger
of LICO Conveyor Company ("LICO CONVEYOR") with and into Automatic Systems, Inc.
("ASI"), with ASI as the surviving corporation (the "LICO CONVEYOR MERGER"), the
merger  of LICO,  Inc.  ("LICO")  with and into ASI,  with ASI as the  surviving
corporation (the "LICO MERGER");

         WHEREAS,  for  administrative  simplicity,  operational  efficiency and
other  reasons,  the Borrower has proposed  making  certain other changes in the
organizational structure of the Borrower and its Subsidiaries, and certain other
related changes;


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<PAGE>

         WHEREAS, the Borrower,  the Administrative Agent and the Lender Parties
are mutually  desirous of amending the Credit  Agreement to make certain changes
in  connection  with the recent  adoption of the Euro as the common  currency of
certain participating member states of the European Union, including the Federal
Republic of Germany;

         WHEREAS,  the Borrower has requested that the Administrative  Agent and
the Lender  Parties  amend the Credit  Agreement  to allow the Borrower to incur
additional senior subordinated debt in an amount not to exceed $50,000,000;

         WHEREAS,  the Borrower has requested that the Administrative  Agent and
Lender  Parties  amend the  Credit  Agreement  and  certain  of the  other  Loan
Documents  to permit  the  proposed  acquisitions  and  proposed  changes in the
organizational structure of the Borrower and its Subsidiaries; and

         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.       AMENDMENTS.

         2.1  Section  1.01 of the Credit  Agreement  is amended to include  the
following definitions in the appropriate alphabetical order:

                  "'ADDITIONAL   SENIOR   SUBORDINATED  DEBT'  has  the  meaning
         specified in Section 5.02(b)(viii)."

                  "'ADDITIONAL  SENIOR  SUBORDINATED  DEBT DOCUMENTS'  means the
         indenture,  notes and all other  documents,  instruments and agreements
         executed and delivered in connection with the original  issuance of any
         Additional Senior Subordinated Debt, each of which indenture, notes and
         other   documents,   instruments  and  agreements   shall  satisfy  the
         requirements set forth in Section  5.02(b)(viii),  and in each case, as
         the same  shall,  subject to the terms of this  Agreement,  be amended,
         supplemented or otherwise modified and in effect from time to time."



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<PAGE>



                  "'CONVERSION DATE' means, for any European country,  the date,
         if any, on which such country  adopts the Euro as a lawful  currency of
         such  country and on which the  European  Central Bank sets an official
         exchange rate for such country's currency against the Euro."

                  "'EURO'  means the common  currency  adopted  by those  member
         states  of  the  European  Union   participating   in  the  program  of
         introducing,  changing  over  to and  operating  a  single  or  unified
         European currency."

         2.2  Section  1.01  of the  Credit  Agreement  is  further  amended  by
inserting  in  the  definition  of   "ALTERNATIVE   CURRENCY"  after  the  words
"Alternative  Currency  Letters of Credit," and before the words "Danish Crowns"
the words "the Euro".

         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 "the Euro,".

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

                  "'EXCHANGE  RATE' shall mean,  on any day, (a) with respect to
         the Euro,  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,  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."


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<PAGE>



         2.5 Section 4.01(c) of the Credit Agreement is amended in the following
         respects:

                  (a) By  inserting  in the third line  thereof  after the words
         "Senior  Subordinated  Note Document" the words "and Additional  Senior
         Subordinated Debt Document, if any, "; and

                  (b) By inserting  in the fourth line  thereof  after the words
         "Senior   Subordinated   Notes"  the  words  "and   Additional   Senior
         Subordinated Debt (if such an offering is made)".

         2.6 Section 4.01(d) of the Credit Agreement is amended in the following
         respects:

                  (a) By  inserting  in the fifth line  thereof  after the words
         "Senior  Subordinated  Note Document" the words "or  Additional  Senior
         Subordinated Debt Document"; and

                  (b) By  inserting  in the sixth line  thereof  after the words
         "Senior   Subordinated   Notes"   the  words  "or   Additional   Senior
         Subordinated Debt (if such an offering is made)".

         2.7 Section 4.01(e) of the Credit Agreement is amended by inserting the
         following additional sentence at the end thereof:

         "If any  Additional  Senior  Subordinated  Debt is  incurred  (it being
         understood that any such incurrence must be made in compliance with the
         terms  and  conditions  of  this  Agreement),  each  Additional  Senior
         Subordinated  Debt  Document,  when  delivered,  will  have  been  duly
         executed  and  delivered  by each Loan  Party  thereto  and will be the
         legal,  valid  and  binding  obligation  of each  Loan  Party  thereto,
         enforceable against such Loan Party in accordance with its terms."

         2.8  Section  4.01(hh)  of  the  Credit  Agreement  is  amended  in the
         following respects:

                  (a) By inserting before the words "Senior  Subordinated Notes"
         in the first line  thereof the words  "Additional  Senior  Subordinated
         Debt or";

                  (b) By inserting in the twelfth line thereof before the period
         (I.E.  ".") at the end of the first  sentence of such Section  4.01(hh)
         the following:

         "or Senior Debt or any  comparable  term (as defined in the  Additional
         Senior  Subordinated  Debt Documents) and Designated Senior Debt or any
         comparable term (as defined in the Additional Senior  Subordinated Debt
         Documents)";

                  (c) By inserting  in the  fourteenth  line  thereof  after the
         words "Senior  Subordinated  Note  Documents"  the words "or Additional
         Senior Subordinated Debt Documents, as the case may be,"; and


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<PAGE>



                  (d) By inserting in the sixteenth line thereof after the words
         "(and to the holders thereof)" the following:

         "or, in the case of the Additional Senior  Subordinated Debt Documents,
         in respect of Senior Debt and Designated  Senior Debt or any comparable
         terms  (as  defined  in  the  Additional   Senior   Subordinated   Debt
         Documents)(and to the holders thereof)".

         2.9 Section 5.02(a) of the Credit Agreement is amended by deleting from
clause (v) thereof the words  "Section  5.02(b)(iii)(B)"  and inserting in place
thereof the words "Section 5.02(b)(iv)(B)".

         2.10     Section 5.02(b) of the Credit Agreement is amended as follows:

                  (a) By  deleting  the word "and"  from the end of clause  (vi)
         thereof; and

                  (b) By deleting the period at the end of clause (vii)  thereof
         and replacing it with the following:

          ";

         (viii)  Debt  of a  Target  assumed  in  connection  with  a  Permitted
         Acquisition; PROVIDED, THAT, (A) such Debt was pre-existing Debt of the
         Target not  incurred  in  connection  with,  or  contemplation  of, the
         Permitted  Acquisition,  (B) such Debt is unsecured,  (C) the amount of
         such Debt is  included  as part of the sum of all  amounts  payable  in
         connection with all Permitted  Acquisitions  during the relevant Fiscal
         Year as required for purposes of  determining  whether the condition to
         such  Permitted   Acquisition  set  forth  in  clause  (4)  of  Section
         5.02(d)(iii)(B)  has been  satisfied  and (D) all of the  conditions to
         such  Permitted  Acquisition  set  forth  in  Section  5.02(d)(iii)(B),
         including, without limitation, the conditions set forth in clauses (4),
         (5), (6) and (7) of such Section 5.02(d)(iii)(B),  are fully satisfied;
         and

         (ix) unsecured,  fully  subordinated  Debt of the Borrower and those of
         its  Subsidiaries  which are Restricted  Subsidiaries  under the Senior
         Subordinated  Note  Indenture  in an  aggregate  amount  not to  exceed
         $50,000,000  (the "ADDITIONAL  SENIOR  SUBORDINATED  DEBT");  PROVIDED,
         THAT, (A) such Additional  Senior  Subordinated Debt is issued pursuant
         to and  evidenced by  Additional  Senior  Subordinated  Debt  Documents
         containing subordination provisions which are at least as favorable, as
         determined by the Administrative  Agent, to the interests and rights of
         the  Administrative  Agent and the Lender Parties as those contained in
         the  Senior   Subordinated   Note   Indenture   and  the  other  Senior
         Subordinated  Note Documents,  (B) the Additional  Senior  Subordinated
         Debt Documents  contain terms and conditions,  other than interest rate
         and other pricing terms, which are no less favorable,  as determined by
         the Administrative  Agent, to the  Administrative  Agent and the Lender
         Parties than those contained in the Senior  Subordinated Note Indenture
         and the other Senior  Subordinated  Note Documents (it being understood
         that the Borrower, in  its discretion, may agree  to interest  rate and

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<PAGE>



         other pricing terms which are then available for such subordinated Debt
         in the  financial  marketplace)  and (C) no Default or Event of Default
         shall have  occurred and be  continuing,  either before or after giving
         effect to the incurrence of such Additional Senior  Subordinated  Debt.
         If  Additional  Senior  Subordinated  Debt is  issued  pursuant  to and
         evidenced  by the  Senior  Subordinated  Note  Indenture  and the other
         Senior  Subordinated Note Documents it shall automatically be deemed to
         have satisfied the  requirements set forth in subclauses (A) and (B) of
         this  clause  (ix)  (it  being  understood  that the  Borrower,  in its
         discretion,  may agree to interest  rate and other  pricing terms which
         are then available for such  subordinated  Debt in the marketplace) and
         with respect to such Additional  Senior  Subordinated  Debt, the Senior
         Subordinated   Note  Indenture  and  other  Senior   Subordinated  Note
         Documents shall for all purposes of this Credit  Agreement be deemed to
         be and  constitute the Additional  Senior  Subordinated  Debt Documents
         governing such Additional Senior Subordinated Debt.".

         2.11  Section  5.02(d)(iii)(6)  of the Credit  Agreement  is amended as
         follows:

                  (a) By  inserting  in the first line  thereof  after the words
         "Permitted Acquisition," the following: "(A) if the Target is an entity
         organized  under the laws of the United  States of America or any State
         thereof,";

                  (b) By inserting  before the word  "Significant"  in the sixth
         line thereof the word "Domestic";

                  (c) By inserting  after the words  "capital  stock" and before
         the comma (I.E. ",") in the seventh line thereof the following: "and in
         sixty-five   percent   (65%)  of  each  of  its   Foreign   Significant
         Subsidiaries' capital stock"; and

                  (d) By  inserting  at the end  thereof  after  the  words  "in
         connection therewith;" the following:

         "or (B) if the  Target  is an  entity  organized  under the laws of any
         jurisdiction  other  than the  United  States of  America  or any State
         thereof  and  if,  after  giving  pro  forma  effect  to the  Permitted
         Acquisition,   the  Target  would  be  a  Significant  Subsidiary,  the
         Administrative  Agent,  on  behalf  of the  Secured  Parties,  shall be
         granted a first priority Lien (subject to no other Liens) in sixty-five
         percent (65%) of the Target's  capital stock and the Borrower,  each of
         the  Borrower's  Subsidiaries  and the Target and each of the  Target's
         Subsidiaries shall each have executed and delivered all such Collateral
         Documents,  legal  opinions  and  other  documents  and  taken all such
         actions as may be required by the  Administrative  Agent in  connection
         therewith".

         2.12     Section 5.02(f) of the Credit Agreement is amended as follows:

                  (a) By  deleting  the word "and"  from the end of clause  (iv)
         thereof; and


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<PAGE>



                  (b) By  deleting  the period at the end of clause (v)  thereof
         and replacing it with the following:

          "; and

         (vi)     Investments consisting of Permitted Acquisitions.".

         2.13     Section 5.02(k) of the Credit Agreement is amended as follows:

                  (a) By  inserting  in the fifth and sixth  lines of clause (i)
         thereof,  in each such case,  after the words "the Senior  Subordinated
         Notes" the following:

         "or Additional Senior Subordinated Debt";

                  (b) By inserting in subclause  (C) of clause (i) thereof after
         the words "the Senior Subordinated Note Indenture" the following:

         "or Additional  Senior  Subordinated  Debt in accordance with the terms
         and conditions of the Additional Senior Subordinated Debt Documents";

                  (c) By inserting in subclause  (D) of clause (i) thereof after
         the words "Senior Subordinated Notes" the following:

         "or Additional Senior Subordinated Debt";

                  (d) By inserting in subclause  (D) of clause (i) thereof after
         the words "Senior Subordinated Note Indenture" the following:

         "or Additional  Senior  Subordinated  Debt  Documents,  as the case may
         be,";

                  (e) By inserting in subclause  (E) of clause (i) thereof after
         the words "Senior Subordinated Note Documents" the following:

         "or Additional Senior Subordinated Debt Documents"; and

                  (f) By  inserting  in  clause  (ii)  thereof  after  the words
         "Senior Subordinated Notes" the following:

         "and Additional Senior Subordinated Debt".





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<PAGE>



         2.14     Section 5.02(l) of the Credit Agreement is amended as follows:

                  (a) By  inserting  in the first line  thereof  in the  heading
         before  the words "or Senior  Subordinated  Note  Documents"  the words
         "Additional Senior Subordinated Debt Documents,"; and

                  (b) By inserting in the second, fourth, sixth and eighth lines
         thereof,  in each such case,  before the words "or Senior  Subordinated
         Note  Document"  the  words  ",  Additional  Senior  Subordinated  Debt
         Document".

         2.15 Section 5.03(o) of the Credit Agreement is amended by inserting in
the third and eighth lines thereof,  in each such case,  after the words "Senior
Subordinated  Note Document" the words ", Additional  Senior  Subordinated  Debt
Document".

         2.16 Section  5.04 (c) of the Credit  Agreement is amended by inserting
in subclause  (x) of clause (ii) thereof  after the words  "Senior  Subordinated
Notes" the words "and Additional Senior Subordinated Debt".

         2.17 Section 6.01(e) of the Credit Agreement is amended by inserting in
the third line thereof after the words "Senior Subordinated Notes" the words "or
Additional Senior Subordinated Debt".

         2.18     Section 6.01(r) of the Credit Agreement is amended as follows:

                  (a) By inserting  in the first line  thereof  before the words
         "Senior  Subordinated  Notes" the words "Additional Senior Subordinated
         Debt,";

                  (b) By  inserting in the  thirteenth  line thereof just before
         the period (I.E.  ".") at the end of the first sentence of such Section
         6.01(r) the following:

         "or Senior Debt or any  comparable  term (as defined in the  Additional
         Senior  Subordinated  Debt Documents) and Designated Senior Debt or any
         comparable term (as defined in the Additional Senior  Subordinated Debt
         Documents)"; and

                  (c) By inserting in the fifteenth line thereof after the words
         "(and to the holders thereof)" the following:

         "or, in the case of the Additional Senior  Subordinated Debt Documents,
         in respect of Senior Debt and Designated  Senior Debt or any comparable
         terms  (as  defined  in  the  Additional   Senior   Subordinated   Debt
         Documents)(and to the holders thereof)".



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<PAGE>



         2.19 Section 8.04 (b) of the Credit Agreement is amended as follows:

                  (a) By deleting the word "or" from immediately prior to clause
         (v) in the eighteenth line thereof;

                  (b) By  inserting  after the words  "Loan  Party or any of its
         Subsidiaries" in the twentieth line thereof the following:

         "or  (vi)  the  offering  and/or  issuance  of  the  Additional  Senior
         Subordinated Debt or any related  transaction of the Borrower or any of
         its Subsidiaries or other Affiliates and any of the other  transactions
         contemplated by the Additional Senior Subordinated Debt Documents";

                  (c) By inserting  in the  thirtieth  line  thereof  before the
         words "the  Facilities" the words "the Additional  Senior  Subordinated
         Debt,"; and

                  (d) By inserting in the  thirty-second  line thereof after the
         words  "the  Senior  Subordinated  Note  Documents"  the  words  ", the
         Additional Senior Subordinated Debt Documents".

         2.20 The following  shall be inserted into the Credit  Agreement  after
Section 8.13 as a new Section 8.14:

                  "Section  8.14.  THE EURO AND  CONTINUITY OF CONTRACT.  On the
         Conversion Date for each of the United Kingdom,  Denmark or the Federal
         Republic  of  Germany,  as the case may be,  all  references  to Pounds
         Sterling, Danish Crowns or Deutsche Marks, as the case may be, shall be
         substituted in this Credit Agreement by the Euro for all purposes. From
         and after the Conversion Date for each of the United  Kingdom,  Denmark
         or the  Federal  Republic  of  Germany,  as the case may be, any amount
         payable   hereunder   or  under  any  other   Loan   Document   by  the
         Administrative  Agent  or any  Lender  Party  to the  Borrower,  by the
         Borrower or any  Guarantor  to the  Administrative  Agent or any Lender
         Party,   by  any  Lender  Party  to  any  other  Lender  Party  or  the
         Administrative  Agent  or by the  Administrative  Agent  to any  Lender
         Party,  shall be paid in the Euro and not in  Pounds  Sterling,  Danish
         Crowns or Deutsche Marks, as the case may be. Neither the  introduction
         of the Euro, nor the substitution of Pounds Sterling,  Danish Crowns or
         Deutsche  Marks, as the case may be, as a lawful currency of the United
         Kingdom, Denmark or the Federal Republic of Germany,  respectively, nor
         the  fixing  of  the  official   conversion   rate,  nor  any  economic
         consequences  that  arise  from  or  in  connection  with  any  of  the
         aforementioned events shall cause this Credit Agreement to terminate or
         give  rise to any  right to  terminate  prematurely,  contest,  cancel,
         rescind, modify or otherwise renegotiate or alter this Credit Agreement
         or any of its  provisions,  or to raise  any  other  objections  and/or
         exceptions  or to  assert  any  claims  for  compensation  under  or in
         connection  with this  Credit Agreement. As  of January  1, 1999,  with


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<PAGE>



         respect to the Federal  Republic of Germany and for all purposes of the
         Credit  Agreement and each of the other Loan Documents,  the Conversion
         Date has occurred."

3.      CONSENTS TO CORPORATE RESTRUCTURING TRANSACTIONS.

         3.1  Section  5.01(f)  of the Credit  Agreement,  among  other  things,
requires  that  the  Borrower  preserve  and  maintain,  and  cause  each of its
Subsidiaries to preserve and maintain,  its existence,  legal  structure,  legal
name and rights (charter and statutory).  Notwithstanding the provisions of such
Section  5.01(f),  but subject to the conditions  precedent set forth in Section
3.4 and the other terms and  conditions of this  Amendment,  the  Administrative
Agent and Lender  Parties  hereby  consent to (a) the Yale Merger,  (b) the LICO
Conveyor  Merger,   (c)  the  LICO  Merger,   (d)  the  dissolution  (the  "LICO
INTERNATIONAL  DISSOLUTION") of LICO International  Corporation, a foreign sales
corporation and a wholly-owned  Subsidiary of LICO ("LICO  INTERNATIONAL"),  or,
alternatively,  the merger of LICO  International  with and into Audubon Export,
Inc., a foreign sales  corporation and a direct  wholly-owned  Subsidiary of the
Borrower ("AUDUBON  EXPORT"),  with Audubon Export as the surviving  corporation
(the  "LICO  INTERNATIONAL  MERGER"),  (e) the  dissolution  (collectively,  the
"DUFF-NORTON   ASIA   DISSOLUTIONS")  of  Duff-Norton  Asia  Pacific  Pty.  Ltd.
("DUFF-NORTON ASIA") and Kunming Duff-Norton Machinery Company Limited ("KUNMING
DUFF-NORTON"),  each of which is currently an inactive company, (f) the transfer
(the "YALE UK  TRANSFER") of all of the  outstanding  shares of capital stock of
Yale Industrial Products Ltd., a wholly-owned Subsidiary of Yale ("YALE UK"), to
Yale Industrial Products GmbH, a direct  wholly-owned  Subsidiary of Yale ("YALE
GERMANY");  PROVIDED, THAT, there shall be no material tax impact as a result of
the Yale UK Transfer,  as determined by the  Administrative  Agent,  and (g) the
transfer  (the  "EGYPTIAN  TRANSFER")  of the  ownership  interest  in  Egyptian
American  Crane Company,  an existing joint venture,  from Yale to Yale Germany;
PROVIDED,  THAT,  there  shall be no  material  tax  impact  as a result  of the
Egyptian Transfer, as determined by the Administrative Agent.

         3.2 Section  5.02(d)(i)  of the Credit  Agreement,  among other things,
prohibits  the  Borrower  or  any of  its  Subsidiaries  from  merging  into  or
consolidating with any Person or permitting any Person to merge into it. Section
5.02(d)(ii) of the Credit Agreement prohibits,  among other things, the Borrower
or any of its Subsidiaries  from liquidating,  winding up or dissolving  itself.
Notwithstanding the provisions of such Sections 5.02(d)(i) and 5.02(d)(ii),  but
subject to the conditions precedent set forth in Section 3.4 and the other terms
and conditions of this Amendment,  the  Administrative  Agent and Lender Parties
hereby  consent to (a) the Yale Merger,  (b) the LICO Conveyor  Merger,  (c) the
LICO Merger, (d) the LICO International Dissolution or, alternatively,  the LICO
International  Merger,  (e) the Duff-Norton Asia  Dissolutions,  (f) the Yale UK
Transfer and (g) the Egyptian Transfer.

         3.3  Section  5.02(i)  of the Credit  Agreement,  among  other  things,
prohibits the Borrower or any of its Subsidiaries  from amending its certificate
or articles of incorporation or bylaws.  Notwithstanding  the provisions of such
Section  5.02(i),  but subject to the conditions  precedent set forth in Section
3.4 and the other terms and  conditions of this  Amendment,  the  Administrative
Agent and  Lender  Parties  consent  to any  amendments  of the  certificate  or
articles of  incorporation and  bylaws of  Yale, LICO Conveyor,  ASI, LICO, LICO


                                      -10-

<PAGE>



International, Audubon Export, Duff-Norton Asia, Kunming Duff-Norton, Yale UK or
Yale Germany, as the case may be, that are reasonably necessary to carry out the
Yale Merger,  the LICO Conveyor Merger,  the LICO Merger, the LICO International
Dissolution or,  alternatively,  the LICO International  Merger, the Duff-Norton
Asia Dissolutions or the Yale UK Transfer,  as the case may be, 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.

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

                  (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  to  replace  such  existing   Schedules   which,   upon  the
         consummation of such transaction,  shall 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
                           (xiv)    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 and


                                      -11-

<PAGE>



         amendments to intellectual  property filings,  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 in the  Collateral of the Borrower and its
         Domestic Subsidiaries.

                  (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  and other  documents as the
         Administrative Agent shall have reasonably requested in connection with
         such transaction.

         3.5 The  foregoing  consents  in  Sections  3.1,  3.2 and 3.3 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.       CONSENTS TO ACQUISITIONS

         4.1  Section  5.02(d)(iii)(B)  of  the  Credit  Agreement  permits  the
Borrower  or any  wholly-owned  Subsidiary  of the  Borrower  to make  Permitted
Acquisitions  subject to the satisfaction of certain  conditions,  number (4) of
which is that the sum of all amounts  payable in  connection  with all Permitted
Acquisitions  (including all  transaction  costs and all Debt,  liabilities  and
contingent  obligations incurred or assumed in connection therewith or otherwise
reflected on a balance sheet of the Target) shall not exceed  $35,000,000 in the
aggregate in any Fiscal Year.  Notwithstanding  the provisions of such condition
number (4) of Section  5.02(d)(iii)(B),  but subject to the conditions precedent
set forth in Section 4.3 and the other terms and  conditions of this  Amendment,
the  Administrative   Agent  and  Lender  Parties  hereby  consent  to  (a)  the
acquisition (the "TIGRIP/CAMLOK  ACQUISITION") by Yale Germany of Camlok Lifting
Clamps Limited, a company organized under the laws of England and Wales, and the
assets of the Tigrip product line, in each case from  Schmidt-Krantz & Co. GmbH;
PROVIDED,  THAT,  (i) the  Tigrip/Camlok  Acquisition  shall be financed by Yale
Germany  and  not by the  Borrower,  (ii)  no  portion  of the  proceeds  of any
Borrowing under the Credit Agreement shall be used to finance the  Tigrip/Camlok
Acquisition,  (iii)  neither the Borrower  nor any of its Domestic  Subsidiaries
shall  guarantee  the  payment  of  the  purchase  price  for  the Tigrip/Camlok


                                      -12-

<PAGE>



Acquisition or any loan agreement or other financing incurred by Yale Germany to
finance the Tigrip/Camlok Acquisition, (iv) the aggregate purchase price paid by
Yale  Germany  for the  Tigrip/Camlok  Acquisition  shall not  exceed the Dollar
Equivalent of $11,000,000; and (v) the terms and conditions of the Tigrip/Camlok
Acquisition shall otherwise be satisfactory to the Administrative Agent; (b) the
acquisition  (the "GL  ACQUISITION")  by the Borrower of all of the  outstanding
shares of capital stock of GL International, Inc. ("GL"); PROVIDED, THAT, (i) no
more  than  1,333,333  shares  of  common  stock  of the  Borrower  and no other
consideration, except for cash paid in lieu of fractional shares and the payment
of transaction  costs,  shall be exchanged for all of the outstanding  shares of
capital  stock  of GL  in  full  payment  of  the  purchase  price  for  the  GL
Acquisition, (ii) the terms and conditions of the GL Acquisition shall otherwise
be satisfactory to the Administrative  Agent and (iii) the Administrative  Agent
and its counsel shall have completed a due diligence  investigation in scope and
with results  satisfactory to the Administrative  Agent; and (c) the acquisition
(the  "WASHINGTON  EQUIPMENT  ACQUISITION")  by  the  Borrower  of  all  of  the
outstanding shares of capital stock of Washington Equipment Company ("WASHINGTON
EQUIPMENT");  PROVIDED, THAT, (i) the aggregate purchase price of the Washington
Equipment  Acquisition  shall not  exceed  $6,900,000,  (ii) no  portion  of the
proceeds of any Borrowing  under the Credit  Agreement  shall be used to finance
the Washington  Equipment  Acquisition and (iii) the terms and conditions of the
Washington  Equipment   Acquisition  shall  otherwise  be  satisfactory  to  the
Administrative Agent. In furtherance and not in limitation of the foregoing, and
notwithstanding  the various  provisions  of the Credit  Agreement and the other
Loan  Documents,  the  Administrative  Agent and Lender  Parties  consent to the
Borrower,  if the Borrower so elects,  (i)  structuring  the GL  Acquisition  by
having a newly-formed, wholly-owned Subsidiary merge into GL, or having GL merge
into such a Subsidiary,  with GL being the surviving  corporation of such merger
and  thereupon  being  a  wholly-owned  Subsidiary  of  the  Borrower  and  (ii)
structuring  the  Washington  Equipment  Acquisition  by having a  newly-formed,
wholly-owned  Subsidiary merge into Washington  Equipment,  or having Washington
Equipment  merge into such a Subsidiary,  with  Washington  Equipment  being the
surviving  corporation  of  such  merger  and  thereupon  being  a  wholly-owned
Subsidiary of the Borrower.

         4.2  Section  5.02(r)  of the Credit  Agreement,  among  other  things,
prohibits the Borrower from issuing any shares of its capital stock,  subject to
certain exceptions, none of which exceptions is available in connection with the
GL  Acquisition.  Notwithstanding  the provisions of such Section  5.02(r),  but
subject to the conditions precedent set forth in Section 4.3 and the other terms
and conditions of this Amendment,  the  Administrative  Agent and Lender Parties
consent  to the  issuance  of up to  1,333,333  shares  of  common  stock of the
Borrower in exchange for all of the outstanding shares of capital stock of GL in
order to consummate the GL Acquisition.

         4.3 Each  transaction  consented  to in  Section  4.1 and 4.2  above is
subject to the satisfaction,  as determined by the Administrative Agent, of each
of the following conditions precedent:



                                      -13-

<PAGE>



                  (a)  Except  as  expressly  set forth in  Section  4.1 of this
         Amendment,  such  transaction  shall be consummated in full  compliance
         with each of the  conditions set forth in Section  5.02(d)(iii)  of the
         Credit Agreement.

                  (b) Except as  expressly  set forth in Section  4.1 and 4.2 of
         this  Amendment,   such  transaction   shall  be  consummated  in  full
         compliance  with  each of the  terms and  conditions  contained  in the
         Credit  Agreement  and each other Loan  Document  (it being  understood
         that, for purposes of  determining  whether the provisions set forth in
         clauses  (C) and (D) of the  proviso  of Section  5.02(b)(viii)  of the
         Credit Agreement have been satisfied, compliance with the provisions of
         condition  (4) of Section  5.02(d)(iii)(B)  of the Credit  Agreement is
         waived as and to the extent  expressly set forth in Section 4.1 of this
         Amendment).

                  (c) Neither the  Borrower nor any  Subsidiary  of the Borrower
         shall consummate any additional Permitted  Acquisition prior to the end
         of the Fiscal Year ending  March 31,  1999,  without the prior  written
         consent of the Administrative Agent and Lenders.

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

                  (e) 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.

                  (f) The Borrower and the Target  shall,  and shall have caused
         their  respective  Subsidiaries  to,  have taken all such  actions  and
         executed and delivered all such agreements, instruments, legal opinions
         and other documents as the  Administrative  Agent shall have reasonably
         requested in connection with such transaction.

         4.4 The foregoing  consents in Sections 4.1 and 4.2 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.

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


                                      -14-

<PAGE>



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,  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/or performance by each applicable Loan
Party of this Amendment,  the reaffirmations and confirmations  attached hereto,
each  other  Loan  Document,   each  document  comprising  or  effectuating  the
transactions consented to in Sections 3 and 4 of this Amendment,  and each other
agreement or document related to or contemplated by the foregoing to which it is
or is to be a party or otherwise bound, and the consummation of the transactions
consented to in Sections 3 and 4 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,  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,
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 and except for the Liens created  solely on the assets of Yale Germany
in  connection  with the  financing by Yale Germany of the purchase  price to be
paid for the  Tigrip/Camlok  Acquisition,  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,  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 thereto.  Each of this Amendment
and each other Loan Document is the legal,  valid and binding obligation of each
Loan Party party 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 execu tion, 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 and only priority  nature  thereof) or (iv) the
exercise by the Administrative Agent or any Lender Party of its rights under the


                                      -15-

<PAGE>



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      AMENDMENT DOCUMENTATION.

                  (a) The Borrower  shall have duly executed and delivered  this
         Amendment.

                  (b) The Borrower  shall have  delivered a  certificate  of its
         Secretary  or  Assistant  Secretary   certifying  as  to  each  of  the
         following:  (i)  resolutions  of  the  Borrower's  Board  of  Directors
         authorizing  the execution and delivery of this Amendment and the other
         agreements,  instruments and documents contemplated hereby, and each of
         the  various  transactions  contemplated  hereby,  (ii)  all  documents
         evidencing other necessary  corporate  action,  if any, (iii) copies of
         all  approvals  or  consents,  if any,  necessary  with respect to this
         Amendment and (iv) the names and signatures of the Borrower's  officers
         authorized   to  sign  this   Amendment   and  all   other   documents,
         certificates, instruments or agreements to be delivered hereunder or in
         connection herewith.

                  (c) The  Administrative  Agent shall have received the opinion
         of  Phillips,  Lytle,  Hitchcock,  Blaine  &  Huber,  counsel  for  the
         Borrower,  and/or  other  counsel  to the  Borrower,  all in  form  and
         substance  satisfactory  to, and covering such matters as are requested
         by, the Administrative  Agent and its counsel and to include an express
         statement  to the  effect  that the  Administrative  Agent  and  Lender
         Parties are authorized to rely on such opinion.

                  (d)  No  new  UCC-1  Financing   Statement,   other  financing
         statement,  mortgage or other instrument perfecting any Lien shall have
         been filed with respect to any real or personal property owned,  leased
         or  otherwise  held  by  the  Borrower,  any  Guarantor  or  any  other
         Subsidiary of the Borrower since March 31, 1998,  other than filings in
         favor of the Administrative Agent, on behalf of the Secured Parties.

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

         6.2 NO DEFAULT.  No Default or Event of Default shall have occurred and
be continuing.

         6.3 REPRESENTATIONS AND WARRANTIES.  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.



                                      -16-

<PAGE>



         6.4 AMENDMENT  FEES.  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 0.05% (i.e. 5 basis points) of such
Approving Lender's Revolving Credit Commitment.

         6.5      OTHER CONDITIONS PRECEDENT.

                  (a) The Borrower shall have taken all actions and executed and
         delivered all agreements, instruments and other documents necessary, or
         otherwise  requested by the Administrative  Agent, in order to grant to
         the Administrative Agent, on behalf of the Secured Parties, a perfected
         first priority  security  interest in all personal property acquired by
         the Borrower from Abell-Howe  Company,  including,  without limitation,
         the  filing  of  UCC-1  financing  statements  and  the  making  of all
         intellectual property filings.

                  (b) The  Administrative  Agent shall have  received such other
         information,  approvals, opinions, instruments, agreements or documents
         as any Lender through the Administrative  Agent may reasonably request,
         the  Borrower  and its  Subsidiaries  shall  have  taken all such other
         actions as any Lender through the  Administrative  Agent may reasonably
         request,  and all legal  matters  incident  to the  foregoing  shall be
         satisfactory to the Administrative Agent and its counsel.

7.       COVENANTS.

         7.1  COLLATERAL  FILINGS  The  Borrower  and  its  Subsidiaries  hereby
covenant  and agree to  cooperate  with the  Administrative  Agent in any manner
necessary or desirable in order to continue,  or, in the case of  after-acquired
property, create, the perfected first and only priority security interest of the
Administrative Agent, on behalf of the Secured Parties, in all Collateral of the
Borrower and its Subsidiaries, whether now owned or hereafter acquired by any of
them.

         7.2 ASSUMPTION OF LIABILITIES  UNDER THE LOAN  DOCUMENTS.  The Borrower
hereby  covenants and agrees to assume and discharge,  upon the  consummation of
the Yale Merger, all liabilities and obligations of Yale under, in respect of or
otherwise  relating  to the Credit  Agreement  or any other Loan  Document.  ASI
hereby  covenants and agrees to assume and discharge,  upon the  consummation of
the LICO Merger, all liabilities and obligations of LICO under, in respect of or
otherwise relating to the Credit Agreement or any other Loan Document.

8.       EFFECTIVENESS OF AMENDMENT.

         8.1 This Amendment shall not become  effective unless and until each of
the conditions precedent set forth in Section 6 hereof has been satisfied.



                                      -17-

<PAGE>



         8.2 In the event that the Borrower or any other Loan Party  breaches or
otherwise  fails  to  fulfill  any  of  the  conditions  precedent,   covenants,
agreements,  representations  and warranties or obligations under this Amendment
and the  Borrower  or such  other  Loan  Party  fails to remedy  such  breach or
otherwise  fulfill or satisfy such  condition  precedent,  covenant,  agreement,
representation  and  warranty  or  obligation  to  the  Administrative   Agent's
satisfaction  within  thirty (30) days  following  notice  thereof,  then,  upon
expiration of such thirty (30) day period, automatically and without any further
act or deed by the Administrative Agent, any Lender Party, any Loan Party or any
other Person,  an Event of Default  shall be deemed to have  occurred  under the
Credit  Agreement and the  Administrative  Agent and the Lender Parties shall be
entitled to all of the rights and remedies available following the occurrence of
an Event of Default under the Credit Agreement and the other Loan Documents,  at
law or in equity.

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

         9.1  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.

         9.2 The  execution,  delivery  and  effect of this  Amendment  shall be
limited  precisely as written and shall not be deemed to (a) be a consent to any
waiver of any term or condition or to any amendment or  modification of any term
or  condition  of the Credit  Agreement  or any other Loan  Document,  except as
specifically  amended in Section 2 above and for the specific consents set forth
in Sections 3 and 4 hereof (in each instance subject to the terms and conditions
of such consents set forth herein),  or (b) prejudice any right, power or remedy
which the  Administrative  Agent or any Lender  Party now has or may have in the
future  under or in  connection  with the  Credit  Agreement  or any other  Loan
Document. 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.

10. 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.

11. 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.



                                      -18-

<PAGE>



12.  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.

13.  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]


                                      -19-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.

                                       COLUMBUS MCKINNON CORPORATION


                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------

                                       Title: Executive Vice President





<PAGE>



         The undersigned  hereby  acknowledge  and agree to this Amendment,  and
agree that the Guaranty,  dated March 31, 1998,  the Security  Agreement,  dated
March 31, 1998, and the Intellectual  Property Security  Agreement,  dated March
31, 1998, 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, 1999.

                                       YALE INDUSTRIAL PRODUCTS, INC.


                                       By: /s/ Robert L. Montgomery, Jr.
                                           ------------------------------


                                       Title: Treasurer

                                       LICO, INC.

                                       By: /s/ Robert L. Montgomery, Jr.
                                           ------------------------------


                                       Title: Treasurer

                                       AUTOMATIC SYSTEMS, INC.


                                       By: /s/ Robert L. Montgomery, Jr.
                                           ------------------------------

                                       Title: Treasurer

                                       LICO STEEL, INC.


                                       By: /s/ Robert L. Montgomery, Jr.
                                           ------------------------------

                                       Title: Treasurer



<PAGE>



                                      FLEET NATIONAL BANK, AS ADMINISTRATIVE
                                      AGENT


                                      By:    /s/ John G. Tierney
                                             --------------------------

                                      Title: Vice President
                                             --------------------------


                                      FLEET NATIONAL BANK, AS INITIAL ISSUING
                                      BANK


                                      By:    /s/ John G. Tierney
                                             --------------------------

                                      Title: Vice President
                                             --------------------------



                                      FLEET NATIONAL BANK, AS SWING LINE BANK


                                      By:    /s/ John G. Tierney
                                             --------------------------

                                      Title: Vice President
                                             --------------------------



                                      LENDERS


                                      FLEET NATIONAL BANK


                                      By:    /s/ John G. Tierney
                                             --------------------------

                                      Title: Vice President
                                             --------------------------


<PAGE>



                                     LENDERS


                                     ABN-AMRO BANK N.V. NEW YORK
                                     BRANCH, AS A CO-AGENT AND LENDER


                                     By:    /s/ Lisa Megeaski
                                            ---------------------------

                                     Title: Vice President
                                            ---------------------------



                                     By:    /s/ Donald Sutton
                                            ---------------------------

                                     Title: Vice President
                                            ---------------------------



<PAGE>



                                     LENDERS


                                     THE BANK OF NOVA SCOTIA, AS A CO-AGENT
                                     AND LENDER


                                     By:    /s/ J. Alan Edwards
                                            -------------------------

                                     Title: Authorized Signatory
                                            -------------------------



<PAGE>



                                     LENDERS


                                     MANUFACTURERS AND TRADERS TRUST
                                     COMPANY, AS A CO-AGENT AND LENDER


                                     By:    /s/ Stephen J. Wydysh
                                            -------------------------

                                     Title: Vice President
                                            -------------------------



<PAGE>



                                     LENDERS


                                     MARINE MIDLAND BANK, AS A CO-AGENT AND
                                     LENDER


                                     By:    /s/ Martin F. Brown
                                            -------------------------

                                     Title: Authorized Signatory
                                            -------------------------



<PAGE>



                                     LENDERS


                                     COMERICA BANK


                                     By:    /s/ David W. Shirey
                                            -------------------------

                                     Title: Assistant Vice President
                                            -------------------------



<PAGE>



                                     LENDERS


                                     FIRST UNION NATIONAL BANK


                                     By:    /s/ Mark B. Felker
                                            -------------------------

                                     Title: Senior Vice President
                                            -------------------------



<PAGE>



                                     LENDERS


                                     KEYBANK NATIONAL ASSOCIATION


                                     By:    /s/ Lawrence A. Mack
                                            --------------------------

                                     Title: Senior Vice President
                                            --------------------------



<PAGE>



                                     LENDERS


                                     MELLON BANK, N.A.


                                     By:    /s/ Edward J. Kloecker
                                            --------------------------

                                     Title: Vice President
                                            --------------------------



<PAGE>



                                     LENDERS


                                     BANKERS TRUST COMPANY


                                     By:    /s/ Anthony LoGrippo
                                            ------------------------

                                     Title: Principal
                                            ------------------------



<PAGE>



                                     LENDERS


                                     THE BANK OF NEW YORK


                                     By:    /s/ Thomas McCrohan
                                            ---------------------

                                     Title: Vice President
                                            ---------------------



<PAGE>



                                     LENDERS


                                     NATIONAL BANK OF CANADA


                                     By:    /s/ Robert G Uhrig
                                            ---------------------------

                                     Title: Vice President
                                            ---------------------------


                                     By:    /s/ Michael R. Brace
                                            ---------------------------

                                     Title: Marketing Officer
                                            ---------------------------



<PAGE>



                                     LENDERS


                                     NATIONAL CITY BANK OF PENNSYLVANIA


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