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


                  This Second  Amendment to Amended and Restated Loan  Agreement
is made as of March 31, 1998 (this "Second  Amendment"),  is entered into 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 are parties to a Loan
Agreement dated October 27, 1994 (the "Original Loan Agreement"); and

                  WHEREAS,  Guarantor,  the banks,  financial  institutions  and
other  institutional  lenders party thereto,  and Fleet Bank, as  Administrative
Agent,  have previously  entered into a Credit Agreement dated as of October 16,
1996, as amended (the "Prior Credit Agreement"); and

                  WHEREAS,  the Original Loan Agreement was amended and restated
on August 5, 1996 and further amended by the First Amendment  thereto,  dated as
of October 16, 1996 (the "First Amendment" and the Original Loan Agreement as so
amended, restated and further amended, the "Restated Agreement"); and

                  WHEREAS,  the 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 and effect on or prior to the date hereof; and

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

                  WHEREAS,  Bank,  Guarantor  and  Borrower  wish to  amend  the
Restated  Agreement to delete certain  provisions of the Prior Credit  Agreement
which  were  incorporated  into  the  Restated  Agreement   incorporate  certain
provisions of the New Credit Agreement and make incorporate  certain  provisions
of the New Credit  Agreement and make such other  changes,  as and to the extent
set forth in this  Second  amendment  and  subject  to the terms and  conditions
stated herein; it being understood that no additional money is being advanced in
connection  with this  Second  amendment  and that the Note (as  defined  in the

<PAGE>

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. Section l.1 of the Restated  Agreement is hereby amended by
deleting the existing  definition of "Credit  Agreement"  in its  entirety,  and
replacing it with the following, in the appropriate alphabetical order:

                  "'Credit  Agreement' - The Credit  Agreement among  Guarantor,
the banks, financial institutions and other institutional lenders party thereto,
and Fleet National Bank as  Administrative  Agent,  dated as of March , 1998, as
amended, restated or otherwise modified from time to time."

                  2.  Section 2.6 of the Restated  Agreement  (as amended by the
First  Amendment) is hereby  amended by deleting the first  sentence of existing
Section 2.6 in its entirety and replacing it with the following:

                  "Special Provisions  Governing LIBOR Loans. The provisions set
forth in the  following  sections  of the  Credit  Agreement:  Section  2.01(e),
Section 2.10 (Increased  Costs,  Etc.) and Section 8.04 (c) (Costs and Expenses)
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  Second  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
Second Amendment has been duly authorized by all necessary  action,  if any, and
that this  Second  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 Second  Amendment

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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 Second  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 Second  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 Second
Amendment and consents to the terms hereof and further confirms and agrees that,
notwithstanding  the effectiveness of the Second  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 Second  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 Second 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 and 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.

<PAGE>

                  2.  No  Default.  As  of  the  closing  date  of  this  Second
Amendment,  no Default or Event of Default  shall have occurred or be continuing
under the Restated Agreement.

                  3.  Representations  and Warranties.  The  representations and
warranties  set  forth in  Section  C hereof  shall be true and  correct  on the
closing date of this Second 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 Second  Amendment,
the  Restated  Agreement  and each other  agreement  and  document  executed  in
connection  therewith  shall  remain  in full  force  and  effect  and is hereby
ratified and confirmed.

                  2. The execution, delivery and effect of this Second 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 of condition  of the  Restated  Agreement of any other
agreement  or  document  executed  in  connection  therewith,  except,  upon the
effectiveness of this Second 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
Second 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  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 thereby.

                  3. Counterparts.  This Second 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 Second  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 Second  Amendment,  the Note,  any other
documents executed in connection with the Restated Agreement and, in the case of
the Guarantor, any other obligations.

<PAGE>

                  5. GOVERNING LAW. THIS SECOND  AMENDMENT  SHALL BE GOVERNED BY
AND CONTRUED IN CCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.

                  6.  Headings.  Section  headings in this Second  Amendment are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Second Amendment for any other purpose.




                            [Signature page follows]



<PAGE>


                  IN WITNESS  WHEREOF,  this  Second  Amendment  to Amended  and
Restated  Loan  Agreement  has been duly  executed as of the date first  written
above.

                                        MARINE MIDLAND BANK


                                        By:  /s/ Randolph M. Ross
                                             ----------------------------

                                        Title: Authorized Aignatory #9107
                                               --------------------------


COLUMBUS MC KINNON                       COLUMBUS MCKINNON CORPORATION
CORPORATION                              EMPLOYEE STOCK OWNERSHIP TRUST

By: /s/ R. L. Montogmery                 By: /s/ Ivan E. Shawvan
    --------------------                     -----------------------

Title: Executive Vice President          Title: Trustee
       ------------------------                 --------------------


                                         By: /s/ Timothy R. Harvey
                                             -----------------------

                                         Title: Trustee
                                                --------------------


                                         By: /s/ Karen L. Howard
                                             -----------------------

                                         Title: Trustee
                                                --------------------


                                         By: /s/ R. L. Montgomery
                                             -----------------------

                                         Title: Trustee
                                                --------------------