FOURTH AMENDMENT

                                 to that certain

            SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

     This FOURTH AMENDMENT, dated as of October 17, 2005 (this "Amendment"),  is
made in  connection  with that certain  Second  Amended and Restated  Credit and
Security Agreement, dated as of November 21, 2002 and amended and restated as of
January 2, 2004,  and  amended by that  certain  First  Amendment  to the Credit
Agreement,  dated as of April 29, 2005, and by that certain Second  Amendment to
the Credit  Agreement,  dated as of August 5, 2005,  and by that  certain  Third
Amendment  to the  Credit  Agreement,  dated as of August 22,  2005 (as  further
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),   among  Columbus  McKinnon  Corporation  (the  "Borrower"),  Larco
Industrial  Services Ltd.,  Columbus  McKinnon  Limited,  the  Guarantors  named
therein, the lending  institutions party thereto, and Bank of America,  N.A., as
Administrative  Agent and Issuing Lender.  Capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Credit Agreement.

     WHEREAS, the Borrower has advised the Administrative Agent of its intention
to consummate an offering of up to  $90,000,000 of its common stock on or before
December 31, 2005, or on such other date as may be reasonably  acceptable to the
Administrative Agent (the "Equity Offering");

     WHEREAS,  the Borrower has requested that the Administrative  Agent and the
Lenders (i) waive the  requirement  that the Net Cash  Payments from such Equity
Offering  be  applied to prepay the Loans or  permanently  reduce the  Revolving
Credit  Commitment,  (ii) consent to the use of the Net Cash  Payments from such
Equity   Offering  to  prepay  the  Senior  Notes  and  for  other  purposes  as
specifically  set forth in this Amendment and (iii) agree to amend certain terms
and  provisions  of the  Credit  Agreement,  as  specifically  set forth in this
Amendment; and

     WHEREAS,  the  Lenders  are  willing  to  waive  such  requirement  for the
prepayment  of the Loans and the  permanent  reduction of the  Revolving  Credit
Commitment,  consent to such  prepayment  of the Senior  Notes and other uses of
such Net Cash  Payments and amend  certain  terms and  provisions  of the Credit
Agreement, but only on the terms and subject to the conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto hereby agree as follows:

     1. AMENDMENTS.

     (a) Section 1.1 of the Credit Agreement is hereby amended by:

<PAGE>

          (i) amending the  definition  of "EBITDA" by adding the  following new
clause (vii) to the end of paragraph (b) of such definition:

     "; and (vii) up to  $2,500,000  of the  amount of the  premium  paid by the
Borrower,  in cash, in  connection  with the  redemption of the Existing  Senior
Subordinated Notes"; and

          (ii)  adding the  following  new  definition  thereto  in the  correct
alphabetical location:

     "Equity  Offering"  means that certain equity offering of up to $90,000,000
of the Borrower's  common stock,  consummated on or before December 31, 2005, or
on  such  other  date  as may be  reasonably  acceptable  to the  Administrative
Agent.".

     (b) Section  8.1(e)(i) of the Credit  Agreement  is hereby to read,  in its
entirety, as follows:

          "(i) with respect to all such  outstanding  Indebtedness  in excess of
the local currency equivalent (as determined by the Agent from time by reference
to the  Exchange  Rate) of  $5,000,000,  the proceeds of such  Indebtedness  are
transferred  to the  Borrower  and  applied to the  repayment  of the  Revolving
Loans,".

     (c) Section  8.10(b) of the Credit  Agreement is hereby amended by deleting
the table contained therein and substituting in lieu thereof the following:

<TABLE>
<CAPTION>

      ---------------------------------------------------------------------   -----------------------------

                               Period Ratio
      ---------------------------------------------------------------------   -----------------------------
      ---------------------------------------------------------------------   -----------------------------
      <S>                                                                     <C>

        June 30, 2005 and each fiscal quarter ending thereafter prior to               4.25 to 1.00
                    the consummation of the Equity Offering
      ---------------------------------------------------------------------   -----------------------------
      ---------------------------------------------------------------------   -----------------------------

        The first fiscal quarter ending after the consummation of Equity               3.25 to 1.00
             Offering and for each fiscal quarter ending thereafter
      ---------------------------------------------------------------------   -----------------------------

</TABLE>


     2.  WAIVER.  The  Administrative  Agent and the  Lenders  hereby  waive the
requirements of (a) Section 2.8(b)(ii) of the Credit Agreement that the Net Cash
Payments from the Equity Offering be applied to prepay the Loans and (b) Section
2.8(c)(ii) that the Revolving  Credit  Commitment be permanently  reduced by the
amount of such Net Cash Payments.

     3. CONSENT TO PREPAYMENT OF SENIOR NOTES.  Notwithstanding  anything to the
contrary  contained in the Credit Agreement,  the  Administrative  Agent and the

<PAGE>

Lenders  hereby  consent to the  application  of the Net Cash  Payments from the
Equity Offering to the redemption and/or prepayment of the outstanding principal
of the Senior  Notes;  provided  that (i) the  principal  amount of Senior Notes
redeemed and/or prepaid,  together with all premium paid in connection therewith
and all fees and expenses incurred in connection therewith,  does not exceed the
amount of Net Cash Payments  received  from the Equity  Offering and (ii) at the
time of such redemption and/or prepayment,  no Default or Event of Default shall
have occurred and be continuing.

     4.  CONSENT  REGARDING  EXCESS NET CASH  PAYMENTS.  To the extent  that the
amount of Net Cash Payments from the Equity Offering  exceeds the amount applied
to the  redemption  and/or  prepayment  of the Senior  Notes and the  payment of
premium and fees and  expenses  incurred  in  connection  therewith  pursuant to
Section 3 above (the amount of such excess referred to herein as the "Excess Net
Cash  Payments"),  notwithstanding  anything to the  contrary  contained  in the
Credit Agreement, the Administrative Agent and the Lenders hereby consent to use
of such Excess Net Cash  Payments for the following  purposes,  in each case, so
long as (i) no Default or Event of Default  exists or would  result after giving
effect to such use of the Excess Net Cash Payments and (ii) the aggregate amount
so expended does not exceed the amount of such Excess Net Cash Payments:

     (a)  the  acquisition  by the Borrower or by any Subsidiary of the Borrower
          (in which case the Administrative Agent and the Lenders consent to the
          contribution  of such Excess Net Cash  Payments  from the  Borrower to
          such  Subsidiary for the purpose of such  acquisition)  of any Person,
          business or specified group of assets (the  "Target");  provided that,
          with respect to any such acquisition:  (i) the consideration therefore
          shall  be paid (A) in cash or (B) with a  combination  (with,  for the
          avoidance of doubt, the parties hereto acknowledging and agreeing that
          any  consideration,  including  that in a form other than cash,  shall
          constitute  use of Excess Net Cash  Payments,  reducing the  remaining
          amount  of  Excess  Net  Cash  Payments   available   for   additional
          acquisitions), acceptable to the Administrative Agent, of cash and (x)
          the  Borrower's  issuance of an  unsecured  note,  (y) the issuance or
          assumption of unsecured Indebtedness of the Target otherwise permitted
          under the  Credit  Agreement  and/or  (z) the  assumption  of  secured
          Indebtedness  of the Target;  provided that (1) such  Indebtedness  is
          outstanding  prior to the  consummation of such acquisition and is not
          incurred  in  connection  with  such  acquisition  and (2)  the  liens
          securing such Indebtedness only extend to the assets acquired pursuant
          to such acquisition and not to any other assets of the Borrower or any
          of its Subsidiaries; (ii) such acquisition shall have been approved by
          the board of directors and shareholders,  if required,  of the Target;
          (iii) the Target should be engaged in the same line of business as the
          Borrower or a line of business substantially related thereto; (iv) the
          Administrative  Agent shall be reasonably satisfied with the terms and

<PAGE>

          conditions of such  acquisition;  (v) the Borrower shall have provided
          to the  Administrative  Agent a  Compliance  Certificate  in form  and
          substance  satisfactory to it,  demonstrating the Borrower's pro forma
          compliance,  after  giving  effect  to  such  acquisition,   with  the
          covenants set forth in Section 8.10;  and (vi) the Borrower shall have
          provided  the  Administrative  Agent with all  information  reasonably
          requested  relating  thereto and shall have taken all steps reasonably
          requested by the  Administrative  Agent to, if the buyer in connection
          with such  acquisition  is a Credit Party,  assure the  perfection and
          priority of the Administrative Agent's lien in any Person or assets so
          acquired;

     (b)  Investments made in connection with the Borrower's  foreign  expansion
          strategy  (which such  Investments  may include,  for the avoidance of
          doubt,  investments,  loans,  advances  (each of which  may be used as
          general  working capital by the entities in which such Excess Net Cash
          Payments were invested),  and capital  expenditures made in connection
          with such foreign expansion strategy); and

     (c)  for the general  corporate and working capital  purposes of the Credit
          Parties.

     5.  AFFIRMATION  AND  ACKNOWLEDGMENT.  The  Borrower  hereby  ratifies  and
confirms all of its Obligations to the Lenders,  including,  without limitation,
the  Loans,  the Notes and the other Loan  Documents,  and the  Borrower  hereby
affirms  its  absolute  and  unconditional  promise  to pay to the  Lenders  all
Obligations under the Credit Agreement as amended hereby.  Each Guarantor hereby
acknowledges  and  consents  to this  Amendment  and agrees  that its  Guarantee
remains in full force and effect,  and each such Guarantor confirms and ratifies
all of its Guarantee  obligations  under the Credit Agreement and the other Loan
Documents.  The Borrower and the Guarantors  hereby confirm that the Obligations
or Guarantee obligations under the Credit Agreement, as the case may be, are and
remain secured pursuant to the Credit Agreement and the Collateral Documents and
pursuant to all other  instruments  and documents  executed and delivered by the
Borrower  or such  Guarantor,  as  security  for the  Obligations  or  Guarantee
obligations under the Credit Agreement, as the case may be.

     6.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
warrants to the Lenders as follows:

     (a)  The execution and delivery by the Borrower and the  Guarantors of this
          Amendment,  and the  performance by the Borrower and the Guarantors of
          their  obligations and agreements  under this Amendment and the Credit
          Agreement as amended hereby, are within the corporate authority of the
          Borrower and the  Guarantors  and,  have been duly  authorized  by all
          necessary  corporate  proceedings  on behalf of the  Borrower  and the
          Guarantors,  and do not contravene any provision of law, statute, rule
          or regulation to which the Borrower or any Guarantor is subject or the

<PAGE>

          Borrower's or any Guarantor's  charter,  other  incorporation  papers,
          by-laws  or any stock  provision  or any  amendment  thereof or of any
          agreement  or  other  instrument  binding  upon  the  Borrower  or any
          Guarantor.

     (b)  This Amendment and the Credit  Agreement as amended hereby  constitute
          legal,  valid  and  binding   obligations  of  the  Borrower  and  the
          Guarantors,  enforceable in accordance  with their  respective  terms,
          except  as  limited   by   bankruptcy,   insolvency,   reorganization,
          moratorium  or other  laws  relating  to or  affecting  generally  the
          enforcement of creditors'  rights or general  principles of equity and
          except to the  extent  that  availability  of the  remedy of  specific
          performance  or injunctive  relief is subject to the discretion of the
          court before which any proceeding therefore may be brought.

     (c)  Other than approvals or consents which have been obtained, no approval
          or consent of, or filing with, any governmental agency or authority is
          required to make valid and legally binding the execution,  delivery or
          performance by the Borrower of this Amendment,  the Credit  Agreement,
          as amended hereby, or any pledge described herein.

     (d)  The  representations  and  warranties  contained  in  Section 5 of the
          Credit  Agreement  are true and correct at and as of the date made and
          as of the date hereof,  except to the extent of changes resulting from
          transactions contemplated or permitted by the Credit Agreement and the
          other Loan Documents and changes  occurring in the ordinary  course of
          business that singly or in the aggregate are not  materially  adverse,
          or to the  extent  that such  representations  and  warranties  relate
          expressly to an earlier date.

     (e)  The Borrower has performed and complied in all material  respects with
          all terms and conditions  herein  required to be performed or complied
          with by it prior to or at the time hereof,  and as of the date hereof,
          after giving effect to the provisions hereof, there exists no Event of
          Default or Default.

     7. CONDITIONS TO  EFFECTIVENESS.  The effectiveness of this Amendment shall
be conditioned  upon (i) execution  hereof by the Required  Lenders and (ii) all
terms and conditions relating to the Equity Offering being in form and substance
satisfactory to the Administrative Agent.

     8. COUNTERPARTS. This Amendment may be executed in several counterparts and
by each  party on a  separate  counterpart,  each of  which  when  executed  and
delivered shall be an original,  and all of which together shall  constitute one
instrument.  In proving  this  Amendment it shall not be necessary to produce or
account  for more than one such  counterpart  signed by the party  against  whom
enforcement is sought.

     9.  DELIVERY  BY  FACSIMILE.  This  Amendment,  to the  extent  signed  and
delivered  by means of a facsimile  machine,  shall be treated in all manner and
respects as an original  agreement or instrument and shall be considered to have

<PAGE>

the same binding legal effect as if it were the original  signed version thereof
delivered in person. At the request of any party hereto or to any such agreement
or  instrument,  each other party hereto or thereto  shall  re-execute  original
forms thereof and deliver them to all other  parties.  No party hereto or to any
such  agreement  or  instrument  shall raise the use of a  facsimile  machine to
deliver a signature or the fact that any  signature  or agreement or  instrument
was  transmitted  or  communicated  through the use of a facsimile  machine as a
defense to the  formation  of a  contract  and each party  forever  waives  such
defense.

     10. MISCELLANEOUS PROVISIONS.

     (a) Except as otherwise  expressly  provided by this Amendment,  all of the
terms,  conditions  and  provisions  of the Credit  Agreement and the other Loan
Documents  shall  remain  the same.  It is  declared  and  agreed by each of the
parties hereto that the Credit Agreement,  as amended hereby,  shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.

     (b) This Amendment shall be construed according to and governed by the laws
of the Commonwealth of Massachusetts.

     (c)  Pursuant  to  Section  11.3 of the  Credit  Agreement,  all  costs and
expenses  incurred or sustained by the Agent in connection  with this Amendment,
including  the  fees  and  disbursements  of  legal  counsel  for the  Agent  in
producing,  reproducing and negotiating this Amendment,  will be for the account
of the Credit Parties whether or not this Amendment is consummated.


            [Remainder of page intentional; signatures on next page]




<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be
executed as of the date first written above.

                                      BORROWER
                                      --------

                                      COLUMBUS MCKINNON CORPORATION

                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Vice President, Treasurer and
                                             Interim Chief Financial Officer

                                      CANADIAN BORROWERS
                                      ------------------

                                      LARCO INDUSTRIAL SERVICES LTD

                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Vice President

                                      COLUMBUS MCKINNON LIMITED

                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Vice President

                                      GUARANTORS
                                      ----------

                                      YALE INDUSTRIAL PRODUCTS, INC.


                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Vice President

                                      CRANE EQUIPMENT & SERVICE, INC.


                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Vice President



<PAGE>



                                      AUDUBON EUROPE S.A.R.L.


                                      By:    /S/ Karen L. Howard
                                             -----------------------------------
                                      Name:  Karen L. Howard
                                      Title: Manager

                                      By:    /S/ Romain Thillens
                                             -----------------------------------
                                      Name:  Romain Thillens
                                      Title: Manager




<PAGE>


                                      BANK OF AMERICA, N.A.,
                                      as Administrative Agent

                                      By:    /S/ Colleen O'Brien
                                             -----------------------------------
                                      Name:  Colleen O'Brien
                                      Title: Vice President




<PAGE>



                                      BANK OF AMERICA, N.A.
                                      as Lender, Issuing Lender, and Cash
                                      Management Bank

                                      By:    /S/ Colleen O'Brien
                                             -----------------------------------
                                      Name:  Colleen O'Brien
                                      Title: Vice President



<PAGE>


                                      CHARTER ONE BANK, NATIONAL ASSOCIATION

                                      By:    /S/ Jeffrey P. Kenefick
                                             -----------------------------------
                                      Name:  Jeffrey P. Kenefick
                                      Title: Vice President







<PAGE>



                                      WACHOVIA CAPITAL FINANCE CORPORATION
                                      (CENTRAL)




                                      By:    /S/ Barry Felker
                                             -----------------------------------
                                      Name:  Barry Felker
                                      Title: Associate



<PAGE>


                                      MANUFACTURERS AND TRADERS TRUST COMPANY


                                      By:    /S/ Andrew M. Constantino
                                             -----------------------------------
                                      Name:  Andrew M. Constantino
                                      Title: Vice President



<PAGE>


                                      MERRILL LYNCH CAPITAL, A DIVISION OF
                                      MERRILL LYNCH BUSINESS FINANCIAL
                                      SERVICES INC.


                                      By:    /S/ Andrew C. Sepe
                                             -----------------------------------
                                      Name:  Andrew C. Sepe
                                      Title: Vice President