FIFTH AMENDMENT TO CREDIT AGREEMENT

     THIS FIFTH AMENDMENT TO CREDIT  AGREEMENT (this  "Amendment"),  dated as of
September 28, 2000, 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,  and
that  certain  Fourth  Amendment  to Credit  Agreement  and Waiver,  dated as of
February  15, 2000 (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; 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,  capitalized
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                        0.75%              2.250%               0.375%
Equal to or greater than
  3.50 less than 4.00         0.50%              2.000%               0.350%
Equal to or greater than
  3.00 less than 3.50         0.25%              1.750%               0.300%
Equal to or greater than
  2.50 less than 3.00         0.00%              1.500%               0.200%
Less than 2.50                0.00%              1.125%               0.150%


    2.2.  Section  5.04(a) of the Credit  Agreement is amended  by deleting from
the chart contained therein the dates from and including  September 30, 2000 and
the corresponding ratios for such dates and replacing them with the following:

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


    2.3.  Section  5.04(b) of the Credit  Agreement is amended  by deleting from
the chart contained therein the dates from and including  September 30, 2000 and
the corresponding ratios for such dates and replacing them with the following:

           Four Fiscal Quarters ending on:             Ratio

           September 30, 2000                          2.75 to 1.0
           December 31, 2000                           2.75 to 1.0
           March 31, 2001                              2.75 to 1.0
           June 30, 2001                               2.75 to 1.0
           September 30, 2001                          3.00 to 1.0
           December 31, 2001                           3.00 to 1.0
           March 31, 2002 and each fiscal
                  quarter end thereafter               3.00 to 1.0.














                                       2
<PAGE>



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


    3.1.  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.

    3.2.  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.

    3.3.  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.

    3.4.  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.

    3.5.  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.


                                       3
<PAGE>


4.   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:

    4.1.  The  Borrower  and  Required  Lenders  shall  have duly  executed  and
delivered this Amendment.

    4.2.  No Default or Event of Default shall have occurred and be continuing.

    4.3.  The  representations  and  warranties  contained  in Section 3 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.

    4.4.  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 0.125% (i.e. 12.5 basis points) of such Approving Lender's
Revolving Credit Commitment.

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

5.   EFFECTIVENESS  OF  AMENDMENT.  This  Amendment  shall not become  effective
unless and until each of the conditions  precedent set forth in Section 4 hereof
has been satisfied.

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

    6.1.  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.

    6.2.  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,  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.












                                       4
<PAGE>


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]






































                                       5
<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>



         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 28th day of September, 2000.

                                    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


                                    ABELL-HOWE CRANE, INC.

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


                                    G.L. INTERNATIONAL INC.

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


                                    GAFFEY, INC.

                                    By:    /S/ Robert L. Montgomery
                                           --------------------------------
                                           Robert L. Montgomery
                                           Title: Treasurer
<PAGE>


                                    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


                                    WASHINGTON EQUIPMENT COMPANY

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



<PAGE>


                                    FLEET NATIONAL BANK, as Administrative Agent

                                    By:    /S/ John G. Tierney
                                           --------------------------------
                                           John G. Tierney
                                           Title: Vice President


                                    FLEET NATIONAL BANK, as Initial Issuing Bank

                                    By:    /S/ John G. Tierney
                                           --------------------------------
                                           John G. Tierney
                                           Title: Vice President


                                    FLEET NATIONAL BANK, as Swing Line Bank

                                    By:    /S/ John G. Tierney
                                           --------------------------------
                                           John G. Tierney
                                           Title: Vice President


                                    Lenders

                                    FLEET NATIONAL BANK

                                    By:    /S/ John G. Tierney
                                           --------------------------------
                                           John G. Tierney
                                           Title: Vice President


<PAGE>


                                    Lenders

                                    ABN-AMRO BANK N.V. NEW YORK
                                    BRANCH, as a Co-Agent and Lender


                                    By:    /S/ Juliette Mound
                                           --------------------------------
                                    Title: Assistant Vice President
                                           --------------------------------

                                    By:    /S/ Lisa Megeaski
                                           --------------------------------
                                    Title: Group Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

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

                                    By:    /S/ Todd S. Meller
                                           --------------------------------
                                    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/ Desmond C. English
                                           --------------------------------
                                    Title: Authorized Signatory
                                           --------------------------------

<PAGE>


                                    Lenders

                                    COMERICA BANK

                                    By:    /S/ Joel S. Gordon
                                           --------------------------------
                                    Title: Account Officer
                                           --------------------------------

<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/ Edward J. Kloecker
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    BANKERS TRUST COMPANY

                                    By:    /S/ Gina S. Thompson
                                           --------------------------------
                                    Title: Director
                                           --------------------------------

<PAGE>


                                    Lenders

                                    THE BANK OF NEW YORK

                                    By:    /S/ Mark D. Wrigley
                                           --------------------------------
                                    Title: Assistant Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    NATIONAL BANK OF CANADA

                                    By:    /S/ Michael S. Woodard
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

                                    By:    /S/ Jon W. Patterson
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------

<PAGE>


                                    Lenders

                                    NATIONAL CITY BANK OF PENNSYLVANIA

                                    By:    /S/ William A. Feldmann
                                           --------------------------------
                                    Title: Vice President
                                           --------------------------------