FOURTH AMENDMENT AND WAIVER
                           ---------------------------

               THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of
February 15, 2000 (this "AMENDMENT AND WAIVER"), to the Credit Agreement,  dated
as of March 31, 1998 and as previously amended to date, is by and among Columbus
McKinnon Corporation, a New York corporation (the "BORROWER"), the Lenders party
thereto and Fleet  National  Bank, as the Initial  Issuing Bank,  the Swing Line
Bank and the Administrative Agent.

                             PRELIMINARY STATEMENTS
                             ----------------------

               (A) The  Borrower,  the Lenders and Fleet  National  Bank, as the
Initial  Issuing Bank,  the Swing Line Bank and the  Administrative  Agent,  are
parties to the Credit  Agreement,  dated as of March 31, 1998, as amended by the
First Amendment to Credit Agreement,  dated as of September 23, 1998, the Second
Amendment to Credit  Agreement and Consent,  dated as of February 12, 1999,  and
the Third  Amendment to Credit  Agreement,  dated as of November 16, 1999 (as it
may be further amended,  restated,  supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT").

               (B) Gaffey, Inc., a subsidiary of the Borrower and Guarantor,  is
in the process of selling its facility (a service center and office  structure),
located on 12th Street in Tulsa,  Oklahoma at fair market value for an aggregate
cash purchase price not to exceed $800,000 (the "Sale of Assets"),  as permitted
by Section 5.02(e)(iii) of the Credit Agreement.

               (C) Section 2.06(b)(ii) of the Credit Agreement requires that the
Net Cash  Proceeds  from the  Sale of  Assets  be  applied  to make a  mandatory
prepayment of the then outstanding Advances.

               (D) The  Administrative  Agent  and  Lenders  desire to waive the
requirements  of  Section  2.06(b)(ii)  of the  Credit  Agreement  and to  amend
Sections  5.03(b),  5.03(c),  5.03(d) and 5.04(d) of the Credit Agreement as set
forth herein.

               Terms defined in the Credit  Agreement and not otherwise  defined
herein shall have the meanings ascribed to them in the Credit Agreement.

               NOW,  THEREFORE,  in  consideration  of the  premises  and of the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree as follows:

               ARTICLE 1.   WAIVER.     Subject  to  the  satisfaction  of   the
conditions set forth in Article 4 hereof:

               (a)  The  Administrative  Agent  and  Lenders  hereby  waive  any
prepayment required by Section 2.06(b)(ii) of the Credit Agreement in connection
with the Sale of Assets and consent to the use of the Net Cash Proceeds from the
Sale of Assets  for  working  capital  and  other  general  corporate  purposes;
PROVIDED,  THAT,  the Sale of Assets  complies  with the  provisions  of Section
5.02(e)(iii) of the Credit Agreement;  and, FURTHER PROVIDED, THAT, the Net Cash
Proceeds from the Sale of Assets do not exceed $800,000.



                                       1
<PAGE>

               (b) The  foregoing  waiver is only  applicable  and shall only be
effective in the specific  instance and for the specific purpose for which made.
The waiver is  expressly  limited  to the facts and  circumstances  referred  to
herein and shall not  operate  (i) as a waiver of or  consent to  non-compliance
with any other  Section or provision  of the Credit  Agreement or any other Loan
Document or (ii) as a waiver of any other  right,  power or remedy of either the
Administrative Agent or any Lender Party under the Credit Agreement or any other
Loan Document.

               ARTICLE 2.   AMENDMENTS.

               Section 2.1  Section 5.03(b) of  the Credit  Agreement is deleted
in its entirety and replaced by the following:

               "(b) QUARTERLY FINANCIALS.  As soon as available and in any event
within forty-five (45) days after the end of each of the first, second and third
fiscal  quarters of each Fiscal Year,  and as soon as available and in any event
within  ninety  (90) days  after the end of the  fourth  fiscal  quarter of each
Fiscal Year, a Consolidated  balance sheet of the Borrower and its Subsidiaries,
as of the end of such  quarter  and a  Consolidated  statement  of income  and a
Consolidated  statement of cash flows of the Borrower and its Subsidiaries,  and
consolidating   statements  of  income  of  the  Borrower  and  its  Significant
Subsidiaries,  for  the  period  commencing  at the end of the  previous  fiscal
quarter  and  ending  with the end of such  fiscal  quarter  and a  Consolidated
statement of income and a  Consolidated  statement of cash flows of the Borrower
and its Subsidiaries, and consolidating statements of income of the Borrower and
its  Significant  Subsidiaries,  for  the  period  commencing  at the end of the
previous  Fiscal Year and ending with the end of such  fiscal  quarter,  setting
forth  in each  case in  comparative  form  the  corresponding  figures  for the
corresponding period of the preceding Fiscal Year and the corresponding  figures
from the  budgeted  forecasts  delivered  pursuant  to Section  5.03(e) for such
period and for the Fiscal Year which  includes  such period,  all in  reasonable
detail and duly  certified  by the chief  financial  officer of the  Borrower as
having been prepared in accordance  with GAAP (subject to normal  year-end audit
adjustments),  together with (i) a certificate  of said officer  stating that no
Default has  occurred  and is  continuing  or, if a Default has  occurred and is
continuing,  a  statement  as to the  nature  thereof  and the  action  that the
Borrower has taken and proposes to take with respect thereto and (ii) a schedule
in form satisfactory to the Administrative Agent of the computations used by the
Borrower in determining  compliance  with the financial  covenants  contained in
Sections 5.04(a) through (d), PROVIDED,  that in the event of any change in GAAP
used in the  preparation of such financial  statements,  the Borrower shall also
provide,  if necessary for the  determination of compliance with Section 5.04, a
statement of  reconciliation  conforming  such financial  statements to GAAP. In
connection with the Borrower's  delivery of all quarterly  financial  statements
pursuant to the foregoing, the Borrower shall also furnish to the Administrative
Agent and Lender  Parties a contract  progress  report with  respect to each and
every ongoing contracted for project in process of the Borrower,  LICO or any of
their respective  Subsidiaries which involves aggregate payments during the life
of such contract in excess of $5,000,000.  All such contract in progress reports
shall be prepared in a manner and presented in a form  reasonably  acceptable to
the Administrative Agent."



                                       2
<PAGE>

               Section 2.2  Section 5.03(c) of the Credit  Agreement is  deleted
in its entirety and replaced by the following:

               "(c) ANNUAL  FINANCIALS.  As soon as  available  and in any event
within one hundred and five (105) days after the end of each Fiscal Year, a copy
of the annual audit report for such year for the Borrower and its  Subsidiaries,
including  therein  a  Consolidated  balance  sheet  of  the  Borrower  and  its
Subsidiaries,  as of the end of such Fiscal Year and a Consolidated statement of
income  and a  Consolidated  statement  of cash  flows of the  Borrower  and its
Subsidiaries,  and  consolidating  statements  of income of the Borrower and its
Significant  Subsidiaries,  for such Fiscal Year,  in each case setting forth in
comparative  form the  corresponding  figures for the prior  Fiscal Year and the
corresponding  figures from the budgeted forecasts delivered pursuant to Section
5.03(e) for such Fiscal Year and in each case  accompanied  (in the case of such
Consolidated   financial   statements)   by  an   opinion   acceptable   to  the
Administrative Agent, with the consent of the Required Lenders, of Ernst & Young
LLP or other  independent  certified public  accountants of recognized  national
standing  acceptable  to the  Administrative  Agent,  with  the  consent  of the
Required  Lenders,  together  with (i) a letter of such  accounting  firm to the
Administrative  Agent  and  Lender  Parties  stating  that in the  course of the
regular audit of the business of the Borrower and its Subsidiaries,  which audit
was conducted by such  accounting  firm in accordance  with  generally  accepted
auditing  standards,  such  accounting  firm has  obtained no  knowledge  that a
Default has occurred and is continuing, or if, in the opinion of such accounting
firm,  a Default has occurred  and is  continuing,  a statement as to the nature
thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the
computations  used by such  accountants  in  determining,  as of the end of such
Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through
(d),  PROVIDED,  that in the event of any change in GAAP used in the preparation
of such financial statements,  the Borrower shall also provide, if necessary for
the determination of compliance with Section 5.04, a statement of reconciliation
conforming  such  financial  statements to GAAP and (iii) a  certificate  of the
chief financial officer of the Borrower stating that no Default has occurred and
is continuing or, if a Default has occurred and is continuing, a statement as to
the nature  thereof and the action that the  Borrower  has taken and proposes to
take with respect thereto."

               Section 2.3  Section 5.03(d) of the Credit  Agreement is  deleted
in its entirety and replaced by the following:

               "(d) PRO FORMA FINANCIALS. In connection with the delivery of all
financial statements delivered under Section 5.03(b) or 5.03(c) above, pro forma
statements  of  income   reflecting  the  acquisition  of  LICO  and  all  other
acquisitions  made by the Borrower or one of its Subsidiaries at any time during
such period,  such pro forma statement of income to be prepared both (i) for the
period commencing at the end of the previous Fiscal Year and ending with the end
of such fiscal quarter or Fiscal Year, as the case may be, as if the acquisition
of LICO and all such other  acquisitions  had occurred at the  beginning of such
period  and (ii) for the  corresponding  period of the  preceding  Fiscal  Year,
setting forth the  corresponding  figures for such  corresponding  period of the
preceding  Fiscal  Year,  as if the  acquisition  of  LICO  and all  such  other
acquisitions  had occurred at the beginning of such  corresponding  period.  All
such pro forma  statements of income shall be prepared as if the  acquisition of
LICO and all such  other  acquisitions  had  occurred  at the  beginning  of the



                                       3
<PAGE>

relevant periods reflected therein.  All pro forma statements of income shall be
prepared  on a  basis  and  presented  in a form  reasonably  acceptable  to the
Administrative  Agent.  The  requirements  set forth in this Section  5.03(d) to
deliver pro forma  statements of income with respect to the  acquisition of LICO
or any other acquisition made by the Borrower or one of its Subsidiaries, as the
case may be, shall continue  until such time as the  acquisition of LICO or such
other acquisition, as the case may be, has been fully reflected for all relevant
time periods in the financial  statements  delivered  under  Section  5.03(b) or
5.03(c) above, as appropriate,  whereupon the  requirements to deliver pro forma
statements  of income  with  respect  to the  acquisition  of LICO or such other
acquisition,  as the case may be, shall cease with respect to the acquisition of
LICO or such other  acquisition,  as the case may be, only,  but shall  continue
with  respect  to  any  and  all  acquisitions  of  the  Borrower  or one of its
Subsidiaries  other than the acquisition of LICO or such other  acquisition,  as
the case may be."

               Section 2.4  Section  5.04(d)(ii)  of  the  Credit  Agreement  is
amended by deleting  therefrom the words "March 31, 1998" and by replacing  them
with the words "October 3, 1999".

               ARTICLE 3.   REPRESENTATIONS AND WARRANTIES.  The Borrower hereby
represents and warrants to the Lenders and Administrative Agent that:

               Section 3.1  EXISTING REPRESENTATIONS.  Each of  the  representa-
tions and warranties  contained in Article IV of the Credit Agreement is true in
all respects on, and as though made as of, the date hereof,  other than any such
representation  or warranty  that, by its terms,  refers to a specific  date, in
which case, as of such specific date.

               Section 3.2  NO DEFAULT.  As of the date hereof,  there exists no
Default or Event of Default under the Credit Agreement and no event which,  with
the giving of notice or lapse of time,  or both,  would  constitute a Default or
Event of Default.

               ARTICLE 4.   CONDITIONS TO AMENDMENT AND WAIVER.The effectiveness
of the waiver  contained in Article 1 and the amendments  contained in Article 2
shall be subject to the fulfillment of the following conditions precedent:

               (a) The  Borrower,  Administrative  Agent and Lenders  shall have
executed and delivered to the Administrative Agent this Amendment and Waiver.

               ARTICLE 5.   REFERENCE TO AND  EFFECT UPON  THE CREDIT  AGREEMENT
AND OTHER LOAN AGREEMENTS.

               Section 5.1  Except as specifically waived or amended herein, the
Credit Agreement and each of the other Loan Documents shall remain in full force
and effect in accordance with their respective terms and are hereby ratified and
confirmed in all respects.

               Section 5.2  The execution, delivery and effect of this Amendment
and Waiver shall be limited  precisely as written and shall not be deemed to (i)
be a consent  to any waiver of any term or  condition,  or to any  amendment  or
modification of any term or condition (except as specifically waived pursuant to
Section  1 herein or  amended  pursuant  to  Section 2  herein),  of the  Credit
Agreement  or any other Loan  Document  or (ii)  prejudice  any right,  power or
remedy  which any Agent or any Lender now has or may have in the future under or





                                       4
<PAGE>

in connection with the Credit  Agreement,  the Notes or any other Loan Document.
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 be and mean a reference to the Credit Agreement as amended hereby.

               ARTICLE 6.   MISCELLANEOUS.

               Section 6.1  GOVERNING  LAW.  THIS  AMENDMENT AND WAIVER 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.

               Section 6.2  COUNTERPARTS.  This  Amendment  and  Waiver  may  be
signed in any number of  counterparts  with the same effect as if the signatures
thereto  and  hereto  were upon the same  instrument.  Delivery  of an  executed
signature page to this  Amendment and Waiver by facsimile  shall be as effective
as delivery of an original executed signature page.

               Section 6.3  BINDING EFFECT;ASSIGNMENT. This Amendment and Waiver
shall  be  binding  upon  and  inure  to the  benefit  of the  Borrower  and its
respective  successors  and to the benefit of the  Administrative  Agent and the
Lenders and their respective successors and assigns.

               Section 6.4  FEES  AND  EXPENSES.  The  Borrower  shall  pay the
Administrative Agent for all reasonable  expenses,  including reasonable fees of
legal  counsel,  incurred by the  Administrative  Agent in  connection  with the
preparation,  negotiation  and  execution of this  Amendment  and Waiver and any
related matters.

                            [SIGNATURE PAGES FOLLOW]




















                                       5
<PAGE>




IN WITNESS WHEREOF,  the parties hereto have caused this Amendment and Waiver 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  Waiver,  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 15th day of
February, 2000.

                                    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>


                                    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/ WILLIAM R. COLLINS
                                        -------------------------------
                                        Title:  Managing Director


<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/ KRISTINE L. VIGLIOTTI
                                        -------------------------------
                                        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/ FRANCIS W. LUTZ, JR.
                                        -------------------------------
                                        Title:  Portfolio Officer


<PAGE>


                                    LENDERS

                                    MELLON BANK, N.A.

                                    By: /S/ ED KLOECKER
                                        -------------------------------
                                        Title:  Vice President


<PAGE>


                                    LENDERS

                                    BANKERS TRUST COMPANY

                                    By:
                                        -------------------------------

                                        Title:


<PAGE>


                                    LENDERS

                                    THE BANK OF NEW YORK

                                    By: /S/ THOMAS C. MCCROHAN
                                        -------------------------------
                                    Title:  Vice President


<PAGE>


                                    LENDERS

                                    NATIONAL BANK OF CANADA

                                    By: /S/ ROBERT UHRIG
                                        -------------------------------
                                        Title: Vice President and Manager

                                    By: /S/ MICHAEL S. WOODARD
                                        -------------------------------
                                        Title:  Vice President


<PAGE>


                                    LENDERS

                                    NATIONAL CITY BANK OF PENNSYLVANIA

                                    By: /S/ WILLIAM A. FELDMANN
                                        -------------------------------
                                        Title:  Vice President