FIRST AMENDMENT
                             TO AMENDED AND RESTATED
                              LOAN AGREEMENT AMONG
                          COLUMBUS MCKINNON CORPORATION
                         EMPLOYEE STOCK OWNERSHIP TRUST,
                         COLUMBUS MCKINNON CORPORATION,
                             AND MARINE MIDLAND BANK


                  This First  Amendment to Amended and Restated  Loan  Agreement
("Amendment") is made as of the 16th day of October,  1996 by and among Columbus
McKinnon  Corporation  Employee Stock Ownership Trust, a trust which was created
under  the  laws  of the  State  of New  York  ("Borrower"),  Columbus  McKinnon
Corporation,  a  corporation  organized  under the laws of the State of New York
("Guarantor"),  and Marine Midland Bank, a banking  corporation  organized under
the laws of the State of New York ("Bank").

                               W I T N E S S E T H

                  WHEREAS,  Bank,  Guarantor and Borrower were parties to a Loan
Agreement dated October 27, 1994 ("Original Loan Agreement"); and

                  WHEREAS,  Bank,  Guarantor,  Fleet Bank,  and Fleet  Bank,  as
Administrative  Agent, have previously  entered into a Credit Agreement dated as
of August 5, 1996 ("Prior Credit Agreement"); and

                  WHEREAS,  the Original Loan Agreement was amended and restated
on August 5, 1996 ("Restated  Agreement") to incorporate  certain  covenants and
pricing provisions of the Prior Credit Agreement; and

                  WHEREAS,  all obligations of the parties under and arising out
of the Prior Credit  Agreement  have been or will be paid in full on or prior to
the date hereof,  and the Prior Credit Agreement has been or will be terminated,
and of no further force or effect, on or prior to the date hereof; and

                  WHEREAS, Guarantor,  certain banks, financial institutions and
other  institutional  lenders party thereto,  and Fleet Bank, as  Administrative
Agent for the Lender Parties ("Administrative Agent") have entered or will enter
into a Credit Agreement,  dated of even date herewith ("New Credit  Agreement");
and

                  WHEREAS,  Bank,  Guarantor  and  Borrower  wish to  amend  the
Restated  Agreement to delete  certain  covenants  and  provisions  of the Prior
Credit  Agreement  which  were   incorporated   into  the  Restated   Agreement,
incorporate  certain  covenants and provisions of the New Credit  Agreement into
the Restated Agreement and make certain other changes,  as and to the extent set
forth in this


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Amendment  and  subject  to the terms and  conditions  stated  herein;  it being
understood  that no additional  money is being advanced in connection  with this
Amendment and that the Note (as defined in the Restated  Agreement) is not being
replaced and remains an obligation of the Borrower.

                  NOW, THEREFORE, it is agreed as follows:

                  A.  DEFINITIONS.  All  capitalized  terms  used but not herein
defined shall have the meanings set forth in the Restated Agreement.

                  B.  AMENDMENTS.  The Restated  Agreement is hereby  amended as
follows:

                  1. The definitions of "Credit  Agreement",  "Leverage  Ratio",
"LIBOR  Interest  Rate",  "London  Interbank  Offered  Rate",  "Prime  Rate" and
"Tangible  Net Worth" set forth in Section  1.1 of the  Restated  Agreement  are
hereby deleted in their entirety.

                  2.  The  Restated  Agreement  is  hereby  amended  to add  the
following definitions to Section 1.1 in the applicable alphabetical order:

                           "Credit Agreement" - the  Credit Agreement among  the
Guarantor,  the banks,  financial  institutions and other institutional  lenders
party thereto,  and Fleet Bank, as Administrative  Agent for the Lender Parties,
dated as of even date herewith as amended, restated or otherwise modified from
time to time.

                           "LIBOR  Interest  Rate" - shall  have the  meaning of
"Eurodollar Rate" as set forth in the Credit Agreement.

                           "Prime Rate" - shall  have the  meaning set forth  in
the Credit Agreement.

                  3. The  first  sentence  of  Section  2.3(c)  of the  Restated
Agreement is hereby deleted and replaced in its entirety by the following:

                           PAYMENTS OF INTEREST.  The Credit shall bear interest

at the rates of interest set forth in Section 2.07 of the Credit Agreement.  For
purposes of this  subsection  2.3(c) only, the term "Advances" as defined in the
Credit  Agreement shall include the outstanding and unpaid  principal  amount of
the Credit  owed to the Bank  hereunder,  the term "Prime  Rate  Advance"  shall
include Prime Rate Loans,  the term  "Eurodollar  Rate  Advances"  shall include
LIBOR  Loans,  and  other  defined  terms  used in  Section  2.07 of the  Credit



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Agreement shall have the meanings ascribed thereto in the Credit Agreement.

                  4. The first sentence of Section 2.6 of the Restated Agreement
is hereby deleted and replaced in its entirety by the following:

                           2.6      SPECIAL PROVISIONS GOVERNING LIBOR LOANS

                           The provisions set forth in the following sections of
                  the Credit Agreement: Section 2.02(d), Section 2.10 (Increased
                  Costs,  Etc.), and subsection 8.04(c) (Costs and Expenses) are
                  incorporated  herein  by  reference  as if  fully  set  forth,
                  mutatis mutandis.

                  5. The first sentence of Section 3.8 of the Restated Agreement
is hereby deleted and replaced in its entirety by the following:

                           3.8  CREDIT  AGREEMENT.   The   representations   and
                  warranties  made by the Guarantor,  set forth in Article IV of
                  the  Credit   Agreement   are  true  and   correct,   and  are
                  incorporated herein by reference as if fully set forth.

                  6. Section 4.2 of the Restated Agreement is hereby deleted and
replaced in its entirety by the following:

                           4.2 FUTURE FINANCIAL STATEMENTS.  Furnish to the Bank
                  the   financial   statements   and  other   certificates   and
                  information described in Section 5.03 of the Credit Agreement,
                  at the times specified in such Section 5.03.

                  7. Section 4.13 of the  Restated  Agreement is hereby  deleted
and replaced in its entirety by the following:

                           4.13   CREDIT   AGREEMENT   AFFIRMATIVE    COVENANTS.
                  Guarantor  shall  comply with all  affirmative  and  financial
                  covenants  and  reporting  requirements  set forth in Sections
                  5.01,  5.03 and 5.04 of the Credit  Agreement  which covenants
                  and requirements as amended from time to time are incorporated
                  herein by  reference  as if fully  set  forth.  The  foregoing
                  covenants  and  requirements  as  incorporated   herein  shall
                  survive the termination of the Credit Agreement.

                  9. The first sentence of Section 5.4 of the Restated Agreement
is hereby deleted and replaced in its entirety by the following:



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                           5.4 CREDIT AGREEMENT  NEGATIVE  COVENANTS.  Guarantor
                  shall not breach the negative  covenants  set forth in Section
                  5.02 of the Credit  Agreement  which covenants as amended from
                  time to time are incorporated  herein by reference as if fully
                  set forth.


                  C.       REPRESENTATIONS AND WARRANTIES.

                           1.       The  Borrower and  the  Guarantor have  full
power,  authority and legal right to enter into this Amendment,  and to take all
action required of them under this Amendment. The Borrower hereby represents and
warrants that the  execution,  delivery and  performance by the Borrower of this
Amendment has been duly  authorized by all  necessary  action,  if any, and that
this  Amendment  is a  legal,  valid  and  binding  obligation  of the  Borrower
enforceable  against the Borrower in  accordance  with its terms,  except as the
enforcement  hereof may be subject to the effect of any  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or similar  law  affecting  creditors'
rights generally or to general principles of equity.

                           2.       The Borrower and  the Guarantor each  hereby
represents  and warrants that the  execution,  delivery and  performance of this
Amendment  by the Borrower and the  Guarantor,  respectively  does not, and will
not,  contravene or conflict with any provision of (i) law or (ii) any judgment,
decree or order,  and does not, and will not,  contravene  or conflict  with, or
cause any lien to arise under, any provision of the Trust Agreement or any other
agreement,  instrument or other document binding upon or otherwise affecting the
Borrower, the Guarantor, any property subject to the Trust Agreement or Plan, or
any property of the Guarantor.

                           3.       All of  the  representations and  warranties
contained in the Restated  Agreement,  after  giving  effect to this  Amendment,
including,  without limitation,  those contained in Article 3 thereof,  and each
other  agreement  and document  executed in  connection  therewith  are true and
correct on and as of the date hereof as though made on the date  hereof,  and no
Event of Default  exists under the Restated  Agreement or will exist after or be
triggered by the  execution  and delivery of this  Amendment or any of the other
agreements and documents  contemplated hereby. In addition,  the Borrower hereby
represents, warrants and affirms that each of the other agreements and documents
executed in connection with or relating to the Restated Agreement remain in full
force and effect.


                           4. Guarantor hereby acknowledges that it has read the
Amendment and consents to the terms hereof and further confirmsand agrees  that,


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notwithstanding  the  effectiveness  of the  Amendment,  the  obligations of the
Guarantor  under the Guaranty shall not be impaired or affected and the Guaranty
is and shall continue to be in full force and effect and is hereby confirmed.

                  D.       CONDITIONS PRECEDENT TO AMENDMENTS. The effectiveness
of this Amendment shall be subject to the  fulfillment  (to the  satisfaction of
the Bank) of the following conditions precedent:

                           1.       AMENDMENT DOCUMENTATION.  The Borrower shall
have delivered to Bank all of the following, each duly executed if required, and
dated the date hereof, and each in form and substance satisfactory to Bank:

                                    a.      AMENDMENT.   The Borrower, the  Bank
and the Guarantor shall have executed and delivered this Amendment.

                                    b.      OPINION OF COUNSEL.  Counsel to  the
Borrower  shall  have  delivered  to  Bank an  opinion  in  form  and  substance
satisfactory  to Bank and its counsel,  which  opinion  shall include an express
statement to the effect that Bank is authorized to rely on such opinion.

                                    c.      OTHER. Such other documents and such
other actions as Bank may reasonably request.

                           2.       NO DEFAULT.  As of the closing  date of this
Amendment,  no Event of Default shall have  occurred or be continuing  under the
Restated Agreement after giving effect to this Amendment.

                           3.       REPRESENTATIONS AND  WARRANTIES.  The repre-
sentations  and  Warranties  set  forth in  Section  C hereof  shall be true and
correct on the closing date of this Amendment.

                           4.       LEGAL MATTERS.  All  legal matters  incident
hereto shall be satisfactory to counsel to the Bank.

                  E.       MISCELLANEOUS.

                           1.      Except as specifically amended by this Amend-
ment, the Restated  Agreement and each other agreement and document  executed in
connection  therewith  shall  remain in full  force and  effect  and are  hereby
ratified and confirmed.

                           2.       The execution, delivery  and effect  of this
Amendment  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  of the  Restated  Agreement or any other



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agreement  or  document  executed  in  connection  therewith,  except,  upon the
effectiveness  of  this  Amendment,  as  specifically  amended  hereby,  or (ii)
prejudice  any  right,  power or  remedy  which  Bank now has or may have in the
future under or in connection with the Restated Agreement or any other agreement
or document  executed in connection  therewith.  Upon the  effectiveness of this
Amendment,  each  reference  in the  Restated  Agreement  to  "this  Agreement",
"hereunder",  "hereof",  "herein"  or any other word or words of similar  import
shall mean and be a reference  to the Restated  Agreement as amended  hereby and
each reference in any other  agreement or document  executed in connection  with
the Restated Agreement to the Restated Agreement or any word or words of similar
import  shall be and mean a  reference  to the  Restated  Agreement  as  amended
hereby.

                           3.       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.

                           4.       COSTS AND EXPENSES.  The  Guarantor and  the
Borrower  jointly and severally shall reimburse Bank promptly for all reasonable
costs and expenses,  including reasonable counsel fees and expenses, incurred by
Bank in connection with this Amendment,  any  indebtedness  created or evidenced
hereunder and, in the case of Guarantor,  any other  obligations;  and for costs
and  expenses,  including  reasonable  counsel  fees,  of Bank  incident  to the
enforcement of any provision of this  Amendment,  the Note, any other  documents
executed  in  connection  with the  Restated  Agreement  and, in the case of the
Guarantor, any other obligations.

                           5.       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.

                           6.       HEADINGS. Section 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 PAGE FOLLOWS]



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                  IN WITNESS WHEREOF, Borrower,  Guarantor and Bank have entered
into this First  Amendment  to Amended and Restated  Loan  Agreement on the date
first written above.

                               COLUMBUS McKINNON CORPORATION
                               STOCK OWNERSHIP TRUST


                               By:      /s/ Kenneth G. McCreadie
                                        -----------------------------
                                        KENNETH G. McCREADIE, as
                                        Trustee under the
                                        Columbus McKinnon
                                        Corporation Employee
                                        Stock Ownership Trust
                                        Agreement


                               By:      /s/ Peter A. Grant
                                        -----------------------------
                                        PETER A. GRANT, as Trustee
                                        under the Columbus McKinnon
                                        Corporation Employee Stock
                                        Ownership Trust Agreement


                               By:      /s/ Robert L. Montgomery, Jr.
                                        -----------------------------
                                        ROBERT L. MONTGOMERY, JR.,
                                        as Trustee under the Columbus
                                        McKinnon Corporation Employee
                                        Stock Ownership Trust
                                        Agreement


                               COLUMBUS McKINNON CORPORATION


                               By:      /s/ Robert L. Montgomery, Jr.
                                        -----------------------------
                                        Robert L. Montgomery, Jr.
                                        Executive Vice President

                               MARINE MIDLAND BANK


                               By:      /s/ Cary J. Haller
                                        -----------------------------
                                        Cary J. Haller
                                        Vice President