NINTH AMENDMENT TO LOAN DOCUMENTS

NINTH AMENDMENT TO LOAN DOCUMENTS

     This NINTH AMENDMENT TO LOAN DOCUMENTS ("Amendment") dated as of January 2, 2004, and having an effective date of December 31, 2003, is made by and among TB WOOD'S INCORPORATED, individually and as Agent under the Borrower Agency Agreement (the "Borrower Agent") and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Agent for the Banks under the Credit Agreement referred to herein (the "Agent") and PNC BANK, NATIONAL ASSOCIATION, WACHOVIA BANK (assuccessor to First Union National Bank)and NATIONAL CITY BANK OF PENNSYLVANIA as the Banks.

     Reference is made to the Revolving Credit Agreement dated October 10, 1996, by and among TB Wood's Incorporated, a Pennsylvania corporation, Plant Engineering Consultants, Inc., a Tennessee corporation ("Plant Engineering"), TB Wood's Enterprises, Inc., a Delaware corporation, TB Wood's North Carolina, Inc., a Delaware corporation, TB Wood's Foreign Sales Corporation, a Barbados corporation, TB Wood's Foreign Investment Company, a Delaware corporation, Industrial Blaju, S.A., de C.V. Mexico City, Mexico, a Mexican corporation (successor to TB Wood's Mexico, S.A. de C.V. f/k/a Grupo Blaju, S.A., de C.V.), TB Wood's Canada, Ltd., an Ontario corporation, Berges Electronic GmbH, Berges Electronic, S.r.l. (such corporations being the "Borrowers"), and PNC Bank, National Association, as Agent and the Banks party thereto as amended on April 7, 1997, January 20, 1998, April 24, 1998, July 21, 1999, November 8, 1999, February 25, 2002 (with an effective date of December 28, 2001), April 30, 2002 and March 31, 2003 (with an effective date of March 28, 2003) (as so amended, the "Agreement") pursuant to which the Banks extended to the Borrowers a revolving line of credit in the amount of $46,000,000. The obligations under the Agreement and the Loan Documents are evidenced by the Borrowers' Notes payable to the Banks. (Capitalized terms used herein not otherwise defined shall have the meanings provided for in the Agreement.)