THIRD AMENDMENT

                                 to that certain

            SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

     This THIRD  AMENDMENT (this  "AMENDMENT"),  dated as of August 22, 2005, to
that certain Second Amended and Restated Credit and Security Agreement, dated as
of January 2, 2004 (as amended by that certain  First  Amendment to that certain
Second Amended and Restated Credit and Security Agreement, dated as of April 29,
2005,  by that  certain  Second  Amendment to that  certain  Second  Amended and
Restated  Credit and  Security  Agreement,  dated as of August 5,  2005,  and as
further  modified and  supplemented and in effect from time to time, the "CREDIT
AGREEMENT"),  among Columbus McKinnon Corporation, a corporation organized under
the laws of New  York  (the  "BORROWER"),  Larco  Industrial  Services  Ltd.,  a
business  corporation  organized  under  the laws of the  Province  of  Ontario,
Columbus McKinnon Limited,  a business  corporation  organized under the laws of
Canada, the Guarantors from time to time party thereto, the Lenders from time to
time party thereto  (collectively,  the  "LENDERS"),  Bank of America,  N.A., as
Administrative Agent for such Lenders (the "AGENT") and as Issuing Lender.

     WHEREAS, the Borrower has requested that the Agent and the Lenders agree to
amend  certain  of  the  terms  and  provisions  of  the  Credit  Agreement,  as
specifically set forth in this Amendment.

     NOW, THEREFORE,  in consideration of the foregoing,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

     1. DEFINITIONS. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement.

     2. AMENDMENTS.

     (a) Section  7.9 of the Credit  Agreement  is hereby  amended by adding the
     following text immediately following the text "Existing Indebtedness":

          ", a portion of the Existing Senior  Subordinated Notes (solely to the
          extent permitted pursuant to Section 8.6(e))"

     (b) Section  8.6(e) of the Credit  Agreement is hereby  amended to read, in
     its entirety,  as follows:

          "(e)  prepayments  of principal of the  Existing  Senior  Subordinated
          Notes so long as (A) no Default  shall have  occurred or be continuing
          and no Default shall be caused  thereby,  (B) the Credit Parties shall
          be in  compliance  with each of the  financial  covenants set forth in
          Section 8.10 for the most recent applicable period ended prior to such
          payment, (C) the Fixed Charge Coverage Ratio for the period of two (2)
          quarters ending prior to such payment, calculated on a pro forma basis
          giving  effect to the making of such payment of principal  (as if such
          payment  were made on the first day of such period and  including  the
          amount of such payment in clause  (b)(ii) of the  definition of "Fixed
          Charge  Coverage  Ratio" in the  calculation of Fixed Charge  Coverage

<PAGE>

          Ratio as if they were  scheduled  or required  payments)  shall not be
          less than 1.25:1.00, and the Credit Parties shall deliver a Compliance
          Certificate  prior to such  payment  demonstrating  such Fixed  Charge
          Coverage Ratio, (D) Domestic Excess Availability,  calculated on a pro
          forma basis after giving effect to such payment shall not be less than
          $15,000,000,  and the Agent  shall  have  received  a  Borrowing  Base
          Certificate  demonstrating the same, (E) the number of days of average
          outstandings  for the Borrower's  accounts  payable over the three (3)
          month period prior to such payment  shall not exceed thirty five (35),
          (F) the Agent shall have  received  evidence  that the Credit  Parties
          have  obtained all  necessary  consents from the holders of the Senior
          Notes with  respect to such  payment  and shall have  received a legal
          opinion,  covering such matters  relating to such payment as the Agent
          shall reasonably  request,  (G) the Credit Parties shall have closed a
          tender offer with respect to all Existing  Senior  Subordinated  Notes
          that remain  outstanding after giving effect to such payment,  and (H)
          the  aggregate  amount of such  prepayments  shall not be greater than
          $145,000,000;   PROVIDED  THAT  not  more  than  $13,000,000  of  such
          prepayments  may be  funded  with the  proceeds  of  Revolving  Credit
          Loans.".

     3.  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.

     4.  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  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 therefor may be brought.

<PAGE>

     (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.

     5.  RATIFICATION,  ETC. Except as expressly  amended or waived hereby,  the
Credit  Agreement,  the other Loan Documents and all documents,  instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Amendment and the Credit Agreement
shall  hereafter be read and construed  together as a single  document,  and all
references in the Credit Agreement or any related agreement or instrument to the
Credit  Agreement shall  hereafter  refer to the Credit  Agreement as amended by
this Amendment.

     6.  EFFECTIVENESS.  This  Amendment  shall become  effective as of the date
first written  above upon the Agent's  receipt of this  Amendment  signed by the
Borrower, the Guarantors, the Agent and the Required Lenders.

     7. 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.

     8.  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
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.

     9. 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

<PAGE>

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.

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<PAGE>


     IN  WITNESS  WHEREOF,  each of the  undersigned  have  duly  executed  this
Amendment as of the date first set forth above.


                               BORROWER
                               --------

                               COLUMBUS MCKINNON CORPORATION

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

                               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/ Timothy R. Harvey
                                      ------------------------------------------
                               Name:  Timothy R. Harvey
                               Title: Manager


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


<PAGE>



                               BANK OF AMERICA, N.A.
                               as Administrative Agent

                               By:    /S/ Tamisha U. Eason
                                      ------------------------------------------
                               Name:  Tamisha U. Eason
                               Title: Agency Management Officer


<PAGE>



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

                               By:    /S/ Colleen M. O'Brien
                                      ------------------------------------------
                               Name:  Colleen M. 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/ Geoffrey R. Fenn
                                      ------------------------------------------
                               Name:  Geoffrey R. Fenn
                               Title: Administrative 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