YALE INDUSTRIAL PRODUCTS INC
SEVENTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-18.txt
<DESCRIPTION>SEVENTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

         THIS  SEVENTH   AMENDMENT  TO  CREDIT   AGREEMENT   AND  CONSENT  (this
"AMENDMENT"),  dated as of June 25,  2001,  is by and  among  COLUMBUS  MCKINNON
CORPORATION,  a New York  corporation  (the  "BORROWER"),  the banks,  financial
institutions  and other  institutional  lenders  which are parties to the Credit
Agreement (as such term is defined below) (the "LENDERS"),  FLEET NATIONAL BANK,
as Initial Issuing Bank (the "INITIAL  ISSUING  BANK"),  FLEET NATIONAL BANK, as
the Swing Line Bank (the  "SWING LINE BANK";  each of the  Lenders,  the Initial
Issuing  Bank and the Swing  Line  Bank,  individually,  a "LENDER  PARTY"  and,
collectively,  the "LENDER PARTIES"), and FLEET NATIONAL BANK, as administrative
agent  (together  with any  successor  appointed  pursuant to Article VII of the
Credit Agreement, the "ADMINISTRATIVE AGENT") for the Lender Parties.

                              W I T N E S S E T H :
                              -------------------

         WHEREAS, the Borrower,  Lenders,  Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit  Agreement,
dated as of  September  23,  1998,  that  certain  Second  Amendment  to  Credit
Agreement  and  Consent,  dated as of February  12,  1999,  that  certain  Third
Amendment to Credit  Agreement and Consent,  dated as of November 16, 1999, that
certain Fourth  Amendment to Credit  Agreement and Waiver,  dated as of February
15,  2000,  that  certain  Fifth  Amendment  to  Credit  Agreement,  dated as of
September  28, 2000,  and that certain Sixth  Amendment to Credit  Agreement and
Consent,  dated as of February 5, 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 March 31, 2001 based on an actual  Funded Debt to EBITDA  Ratio of 4.04 to
1.0  versus  a  required  Funded  Debt to  EBITDA  Ratio of 4.00 to 1.0 and (ii)
Section 5.04(d)  (Minimum New Worth) as of March 31, 2001 based on an actual net
worth of $207,864,000 versus a required net worth of $209,045,000 (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 Event of Default;

         WHEREAS,  the Borrower has also requested that the Administrative Agent
and Lender Parties amend the Credit  Agreement as and to the extent set forth in
this Amendment; and

         WHEREAS,  the Administrative  Agent and Lender Parties are agreeable to
the foregoing, 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:


<PAGE>

1.       DEFINITIONS.   Except  to  the  extent  otherwise   specified   herein,
capitalized  terms used in this Amendment shall have the same meanings  ascribed
to them in the Credit Agreement.

2.       WAIVER.  The  Administrative  Agent and Lender Parties hereby waive the
Existing  Events of Default  under  Sections  5.04(a)  and 5.04(d) of the Credit
Agreement solely for the period of four fiscal quarters ended March 31, 2001 and
as of March 31, 2001, respectively.  The foregoing waiver is only applicable and
shall only be effective in the  specific  instance and for the specific  purpose
for which made. Such waiver is expressly  limited to the facts and circumstances
referred  to herein  and  shall not  operate  (a) as a waiver of or  consent  to
non-compliance  with any other  Section or provision of the Credit  Agreement or
any other Loan Document,  (b) as a waiver of any other right, power or remedy of
the  Administrative  Agent or any Lender Party under the Credit Agreement or any
other Loan  Document or (c) as a waiver of or consent to any Default or Event of
Default  under the Credit  Agreement or any other Loan  Document,  other than as
expressly provided in this Section 2.

3.       AMENDMENTS.

         3.1.  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:


<TABLE>
<CAPTION>

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

<S>                                   <C>                <C>                  <C>
Equal to or greater than 4.00         0.875%             2.500%                0.375%
Equal to or greater than 3.50
  less than 4.00                      0.625%             2.250%                0.350%
Equal to or greater than 3.00
  less than 3.50                      0.375%             2.000%                0.300%
Equal to or greater than 2.50
  less than 3.00                      0.125%             1.750%                0.200%
Less than 2.50                        0.125%             1.375%                0.150%


</TABLE>

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


         "SEVENTH  AMENDMENT"  means that  certain  Seventh  Amendment to Credit
         Agreement,  dated as of June 25, 2001, by and among the  Borrower,  the
         Administrative Agent and the Lenders and other Lender Parties.

         3.3.  Section 1.03 of the Credit  Agreement is amended by inserting the
following sentence at the end thereof:


         "Notwithstanding  the  foregoing,  solely for  purposes of  determining
         compliance  with the  financial  covenants set forth in Section 5.04 of


                                     - 2 -

<PAGE>

         this  Agreement,  the  Borrower  may add  back to the  calculations  of
         Consolidated EBITDA the amount of non-recurring "restructuring charges"
         (as  defined  by and  determined  in  accordance  with  GAAP)  that was
         deducted from such calculations, but in no event shall the amount added
         back exceed  $12,000,000  for the fiscal year ending  March 31, 2002 or
         $8,000,000 for the fiscal year ending March 31, 2003."

         3.4.  Section  2.05 (b)(i)  of  the  Credit  Agreement  is  amended  by
inserting the following sentence at the end thereof:


         "The Revolving Credit Facility shall be  automatically  and permanently
         reduced on the closing date of the Seventh  Amendment  by  $25,000,000,
         such reduction to be made ratably among the Revolving Credit Lenders in
         accordance with their Revolving Credit Commitments."

         3.5.  Section  2.06 (b)(i)  of  the  Credit  Agreement  is  amended  by
inserting the following sentence at the end thereof:


         "On the  closing  date of the Seventh  Amendment,  the  Borrower  shall
         prepay the  amount,  if any,  equal to the excess of (A) the  aggregate
         principal  amount of the Revolving  Credit  Advances plus the aggregate
         Dollar  Equivalent of Alternative  Currency  Revolving  Credit Advances
         plus the  aggregate  principal  amount of Swing Line  Advances plus the
         aggregate  principal  amount  of Letter  of  Credit  Advances  plus the
         aggregate  principal  amount of Alternative  Currency  Letter of Credit
         Advances plus the aggregate  Available Amount of all Letters of Credit,
         including, without limitation, all Existing Letters of Credit, plus the
         aggregate  Available  Amount of all  Alternative  Currency  Letters  of
         Credit, in each instance,  as then outstanding,  after giving effect to
         any Advances or renewals on such date,  over (B) the  Revolving  Credit
         Facility after giving effect to the permanent reduction thereof on such
         date in accordance with Section 2.05(b)(i)."

         3.6.  Section  5.04(a) of the Credit  Agreement  is amended by deleting
from the chart contained  therein the dates from and including June 30, 2001 and
the corresponding ratios for such dates and replacing them with the following:

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

           June 30, 2001                             4.40 to 1.0
           September 30, 2001                        4.35 to 1.0
           December 31, 2001                         4.10 to 1.0
           March 31, 2002                            4.00 to 1.0
           June 30, 2002                             3.75 to 1.0
           September 30, 2002 and each fiscal
                  quarter end thereafter             3.50 to 1.0.

         3.7.  Section  5.04(b) of the Credit  Agreement  is amended by deleting
from the chart contained  therein the dates from and including June 30, 2001 and
the corresponding ratios for such dates and replacing them with the following:


                                     - 3 -

<PAGE>

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

           June 30, 2001                             2.25 to 1.0
           September 30, 2001                        2.25 to 1.0
           December 31, 2001                         2.35 to 1.0
           March 31, 2002                            2.50 to 1.0
           June 30, 2002                             2.75 to 1.0
           September 30, 2002 and each fiscal
                  quarter end thereafter             3.00 to 1.0.

         3.8.  Section  5.04(d) of the Credit  Agreement  is amended be deleting
such Section in its entirety and replacing it with the following:


         "(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,  plus (ii) 75% of  Consolidated  positive net income (and
         excluding  100% of  Consolidated  net losses) of the  Borrower  and its
         Subsidiaries  since  March  31,  2001  to and  including  each  date of
         determination computed on a cumulative basis for said entire period."


4.       REPRESENTATIONS  AND  WARRANTIES OF THE BORROWER.  The Borrower  hereby
represents and warrants as follows:


         4.1.  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.

         4.2.  As of  the date  hereof 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.

         4.3.  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 each of the
transactions  consented  to in Sections  3.1 and 3.2 of this  Amendment  by each
applicable Loan Party 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), mortgage, deed of trust, lease or other


                                     - 4 -

<PAGE>

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.

         4.4.  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.

         4.5.  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.

5.       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:

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

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

         5.3.  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.

         5.4.  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 0.20% (i.e. 20 basis points) of such
Approving  Lender's  Revolving  Credit  Commitment  (after  giving effect to the
$25,000,000 aggregate reduction in Revolving Credit Commitments pursuant to this
Amendment).


                                     - 5 -

<PAGE>

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

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


         6.1.  Except as  specifically  amended in  Section 3 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.

         6.2.  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.

7.       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.

8.       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.

9.       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.

10.      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]











                                      - 6 -
<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 25th day of June 2001.

                                    AUTOMATIC SYSTEMS, INC.

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


                                    LICO STEEL, INC.

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


                                    GAFFEY, 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.,
                                    as a Co-Agent and Lender


                                    By: /S/ JULIETTE MOUND
                                        ---------------------------
                                    Name: JULIETTE MOUND
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------


                                    By: /S/ NANCY W. LANZONI
                                        ---------------------------
                                    Name: NANCY LANZONI
                                          -------------------------
                                    Title: GROUP VICE PRESIDENT
                                           ------------------------


<PAGE>


                                    LENDERS

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


                                    By: /S/ PHILIP N. ADSETTS
                                        ---------------------------
                                    Name: PHILIP N. ADSETTS
                                          -------------------------
                                    Title: 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/ TED OEXLE
                                        ---------------------------
                                    Name: TED OEXLE
                                          -------------------------
                                    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/ MARY K. YOUNG
                                        ---------------------------
                                    Name: MARY K. YOUNG
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------


<PAGE>


                                    LENDERS

                                    MELLON BANK, N.A.


                                    By: /S/ EDWARD J. KLOECKER
                                        ---------------------------
                                    Name: EDWARD J. KLOECKER
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------


<PAGE>


                                    LENDERS

                                    BANKERS TRUST COMPANY


                                    By: /S/ SUSAN L. LE FEVRE
                                        ---------------------------
                                    Name: SUSAN L. LE FEVRE
                                          -------------------------
                                    Title: DIRECTOR
                                           ------------------------


<PAGE>


                                    LENDERS

                                    THE BANK OF NEW YORK


                                    By: /S/ CHRISTINE T. RIO
                                        ---------------------------
                                    Name: CHRISTINE T. RIO
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------


<PAGE>


                                    LENDERS

                                    NATIONAL BANK OF CANADA


                                    By: /S/ TIM LOHN
                                        ---------------------------
                                    Name: TIM LOHN
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------


                                    By: /S/ MARK DZIMIAN
                                        ---------------------------
                                    Name: MARK DZIMIAN
                                          -------------------------
                                    Title: ASSISTANT VICE PRESIDENT
                                           ------------------------


<PAGE>


                                    LENDERS

                                    NATIONAL CITY BANK OF PENNSYLVANIA


                                    By: /S/ WILLIAM A. FELDMAN
                                        ---------------------------
                                    Name: WILLIAM A. FELDMAN
                                          -------------------------
                                    Title: VICE PRESIDENT
                                           ------------------------
</TEXT>
</DOCUMENT>
