THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT

         THIS  THIRD   AMENDMENT   TO  CREDIT   AGREEMENT   AND  CONSENT   (this
"AMENDMENT"),  dated as of November 16, 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,  and that  certain  Second  Amendment to Credit
Agreement  and  Consent,  dated as of February 12, 1999 (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 has requested that the Administrative  Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment;

         WHEREAS, for administrative  simplicity and other reasons, the Borrower
desires to merge Larco  Material  Handling Inc.  ("LARCO") with and into Gaffey,
Inc. ("GAFFEY"),  with Gaffey being the surviving corporation (the "LARCO-GAFFEY
MERGER"); 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, capital-
         ized 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  by deleting
from the  definition of "APPLICABLE  MARGIN" the entire pricing chart  contained
therein and replacing it with the following chart:




<PAGE>

                           Applicable Margin Applicable Margin Applicable Margin
RATIO OF FUNDED DEBT TO     for Prime Rate    for Eurodollar    for Commitment
EBITDA                         Advances       Rate Advances          Fee
-----------------------        --------       -------------          ---

Equal to or greater than 4.00     0.50%           2.000%            0.375%
Equal to or greater than 3.50
  less than 4.00                  0.25%           1.750%            0.350%
Equal to or greater than 3.00
  less than 3.50                  0.00%           1.500%            0.300%
Equal to or greater than 2.50
  less than 3.00                  0.00%           1.250%            0.200%
Less than 2.50                    0.00%           0.875%            0.150%


         2.2.  Section  1.01 of the Credit  Agreement  is amended to include the
following definition in the appropriate alphabetical order:

         "'CANADIAN DOLLARS' means the lawful currency of Canada."

         2.3.  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 "the Euro" the
words "Canadian Dollars,".

         2.4.  Section  1.01 of the  Credit  Agreement  is  further  amended  by
inserting in the  definition  of "ASSIGNED  DOLLAR  VALUE" before the words "the
Euro" in clause (b)(ii)(A) thereof the words "Canadian Dollars,".

         2.5.  Section  1.01 of the  Credit  Agreement  is  further  amended  by
deleting  from the  definition  of  "EXCHANGE  RATE" the word "and" that appears
before clause (c) of the first sentence of such definition and inserting  before
the period at the end of the first sentence of such definition the following:

         ", (d) with  respect to Canadian  Dollars,  the spot rate at which U.S.
         Dollars are offered on such day by the  Administrative  Agent in London
         for Canadian Dollars at approximately  11:00 A.M. (London time) and (e)
         with respect to U.S. Dollars in relation to Canadian Dollars,  the spot
         rate  at  which  Canadian  Dollars  are  offered  on  such  day  by the
         Administrative  Agent in London for U.S. Dollars at approximately 11:00
         A.M.  (London  time)"

         2.6.  Section  5.02(d)(iii)(4)  of the Credit  Agreement  is amended by
deleting  the  words  "$35,000,000  in the  aggregate  in any  Fiscal  Year" and
replacing them with the following:

          "$10,000,000 in the aggregate in any Fiscal Year;  PROVIDED,  HOWEVER,
         THAT, in the event that the Consolidated Funded Debt to EBITDA Ratio of
         the Borrower (as  calculated  pursuant to Section  5.04(a)) falls below
         3.50 to 1.0 for any period of four fiscal quarters, the sum of all such
         amounts shall not exceed  $35,000,000  in any Fiscal Year  thereafter".


                                     - 2 -
<PAGE>

         2.7. Section 5.02(f) of the Credit Agreement is amended by deleting the
number  "(vi)"  that  appears  before  the  clause  "Investments  consisting  of
Permitted  Acquisitions"  and  replacing it with the number  "(vii)" and placing
such  renumbered  clause  (vii) in the proper  numerical  order in such  Section
5.02(f).

         2.8. Section  5.02(g)(i) of the Credit Agreement is amended by deleting
the figure "$10,000,000" and replacing it with the figure "$5,000,000".

         2.9.  Section  5.02(i) of the Credit  Agreement is amended by inserting
before the period at the end of such Section the following:

         "in any manner that would in any material respect impair the ability of
         any Loan Party to perform its  obligations  under any Loan  Document or
         that would  impair in any  material  respect the rights or interests of
         the  Administrative  Agent or any of the Lender Parties"

         2.10.  Section  5.04(a) of the Credit  Agreement is amended by deleting
from the chart contained therein the dates from and including  December 31, 1999
and the  corresponding  ratios  for  such  dates  and  replacing  them  with the
following:

         "December 31, 1999                                  4.50 to 1.0
           March 31, 2000                                    4.50 to 1.0
           June 30, 2000                                     4.25 to 1.0
           September 30, 2000                                4.00 to 1.0
           December 31, 2000                                 3.75 to 1.0
           March 31, 2001                                    3.75 to 1.0
           June 30, 2001                                     3.50 to 1.0
           September 30, 2001                                3.50 to 1.0
           December 31, 2001                                 3.50 to 1.0
           March 31, 2002 and each fiscal
                  quarter end thereafter                     3.25 to 1.0".

         2.11.  Section  5.04(b) of the Credit  Agreement is amended by deleting
the ratio  "3.0 to 1.0" and  replacing  it with the words  "the  ratio set forth
below:

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

           December 31, 1999                               2.75 to 1.0
           March 31, 2000                                  2.75 to 1.0
           June 30, 2000                                   2.75 to 1.0
           September 30, 2000 and each fiscal
                  quarter end thereafter                   3.00 to 1.0".



                                     - 3 -
<PAGE>

         2.12.  Section  5.04(c) of the Credit  Agreement is amended by deleting
from the chart  contained  therein  the words  "March 31,  1999 and each  fiscal
quarter  ending  thereafter"  and the  corresponding  ratio  "1.50 to 1.00"  and
replacing them with the following:

           "December 31, 1999                              1.25 to 1.0
           March 31, 2000 and each fiscal
                  quarter end thereafter                   1.50 to 1.0".

         2.13.  Section  5.04(d) of the Credit  Agreement is amended by deleting
clause (i) thereof and replacing it with "(i) $190,000,000".

3.       CONSENT TO LARCO-GAFFEY MERGER.


         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).  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.  Notwithstanding  the  provisions of Section  5.01(f) and Section
5.02(d)(i),  but subject to the  conditions  precedent  set forth in Section 3.2
below and the other terms and conditions of this Amendment,  the  Administrative
Agent and Lender Parties hereby consent to the Larco-Gaffey Merger.

         3.2.  The  Larco-Gaffey  Merger  is  subject  to the  satisfaction,  as
determined by the  Administrative  Agent,  of each of the  following  conditions
precedent:
               (a) The Borrower shall have caused Gaffey 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 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 Gaffey and Larco.

               (b)  As of  the  date  of the  consummation  of the  Larco-Gaffey
          Merger,  no  Default or Event of Default  shall have  occurred  and be
          continuing.

               (c) 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 date of the
          consummation of the Larco-Gaffey Merger, as though made on such date.


               (d) The Borrower  shall, and shall  have caused its  Subsidiaries
          to, have taken all such actions and executed  and  delivered  all such
          agreements,  instruments  and other  documents  as the  Administrative
          Agent  shall  have   reasonably   requested  in  connection  with  the
          Larco-Gaffey Merger.



                                     - 4 -
<PAGE>

         3.3. The foregoing  consent in Section 3.1 is only applicable and shall
only be  effective in the  specific  instance  and for the specific  purpose for
which made. Such consent is 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.       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, 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 or the reaffirmations and confirmations  attached hereto
and each other Loan Document 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,  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.

         4.4. 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 -

<PAGE>

         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, Required Lenders and, as to the amendments contained
in Sections 2.1 through 2.4, the Required  Alternative  Currency Lenders,  shall
have duly executed and delivered this Amendment.

         5.2.  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.

         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.       EFFECTIVENESS OF AMENDMENT.   This Amendment shall not become effective
unless and until each of the conditions  precedent set forth in Section 5 hereof
has been satisfied.

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


         7.1.  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.

         7.2.  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  consent set forth
in Section 3 above  (subject  to the terms and  conditions  of such  consent set


                                     - 6 -
<PAGE>

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.

8.       COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed an original,  but
all such counterparts shall constitute one and the same instrument.  Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.

9.       COSTS AND EXPENSES.   The Borrower  shall pay on demand all  reasonable
fees, costs and expenses  incurred by Administrative  Agent (including,  without
limitation,  all reasonable attorneys' fees) in connection with the preparation,
execution  and delivery of this  Amendment  and the taking of any actions by any
Person in connection herewith.

10.      GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS)
OF THE STATE OF NEW YORK.

11.      HEADINGS.  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]



















                                      - 7 -

<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/ R.L. Montgomery
                                                   -------------------
                                            Title: Executive Vice President



<PAGE>


         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 16th day of November, 1999.


                                            AUTOMATIC SYSTEMS, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            LICO STEEL, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            ABELL-HOWE CRANE, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            G.L. INTERNATIONAL INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            GAFFEY, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            HANDLING SYSTEMS AND CONVEYORS, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer



<PAGE>

                                            LARCO MATERIAL HANDLING INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            YALE INDUSTRIAL PRODUCTS, INC.


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            Title: Treasurer


                                            WASHINGTON EQUIPMENT COMPANY


                                            By:    /s/ R.L. Montgomery
                                                   -------------------
                                            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/ Donald Sutton
                                                    -------------------
                                             Title: Vice President
                                                    -------------------
                                             By:    /s/ Juliette Mound
                                                    -------------------
                                             Title: Assistant 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

                                             HSBC BANK USA (formerly known as
                                               Marine Midland Bank), as a
                                               Co-Agent and Lender


                                             By:    /s/ D.C. English
                                                    ----------------
                                             Title: Associate Director
                                                    ------------------



<PAGE>


                                             Lenders

                                             COMERICA BANK


                                             By:    /s/ Joel Gordon
                                                    ---------------
                                             Title: Account Representative
                                                    ----------------------



<PAGE>


                                             Lenders

                                             FIRST UNION NATIONAL BANK


                                             By:    /s/ Mark B. Felker
                                                    ------------------
                                             Title: Senior Vice President
                                                    ---------------------


<PAGE>


                                             Lenders

                                             KEYBANK NATIONAL ASSOCIATION


                                             By:   /s/ Francis Lutz
                                                   ----------------
                                             Title:Portfolio Manager and Officer
                                                   -----------------------------


<PAGE>


                                             Lenders

                                             MELLON BANK, N.A.


                                             By:    /s/ Edward J. Kloecker
                                                    ----------------------
                                             Title: Vice President
                                                    --------------



<PAGE>


                                             Lenders

                                             BANKERS TRUST COMPANY


                                             By:    /s/ G. Andrew Keith
                                                    -------------------
                                             Title: Vice President
                                                    -------------------



<PAGE>


                                             Lenders

                                             THE BANK OF NEW YORK


                                             By:    /s/ Thomas C. McCrohan
                                                    ----------------------
                                             Title: Vice President
                                                    --------------



<PAGE>


                                             Lenders

                                             NATIONAL BANK OF CANADA


                                             By:    /s/ Michael R. Brace
                                                    --------------------
                                             Title: Marketing Officer
                                                    -----------------


                                             By:    /s/ Mark Dzunion
                                                    ----------------
                                             Title: Credit Analyst
                                                    ----------------


<PAGE>


                                             Lenders

                                             NATIONAL CITY BANK OF PENNSYLVANIA


                                             By:_______________________________
                                             Title:____________________________