0001140361-09-014131 Sample Contracts

PRIVILEGED AND CONFIDENTIAL
Change in Control Agreement • June 5th, 2009 • Columbus McKinnon Corp • Construction machinery & equip • New York

Columbus McKinnon Corporation (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

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SECOND AMENDMENT to that certain THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 5th, 2009 • Columbus McKinnon Corp • Construction machinery & equip • New York

This SECOND AMENDMENT, dated as of May 19, 2009 (this “Amendment”), is made in connection with that certain Third Amended and Restated Credit Agreement, dated as of March 16, 2006 (the "Credit Agreement"), among Columbus McKinnon Corporation (the "Borrower"), the Guarantors named therein, the lending institutions party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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