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


          This  Third   Amendment  to  Amended  and  Restated   Loan   Agreement
("Amendment") is made as of the 30th day of November, 1998 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,  Guarantor,  the  banks,  financial  institutions  and  other
institutional  lenders party thereto, and Fleet National Bank, as Administrative
Agent,  have  previously  entered into a Credit  Agreement dated as of March 31,
1998 ("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, and by the Second Amendment thereto dated as of March 31, 1998
(the Original Loan Agreement, as so amended, the "Restated Agreement"); and

          WHEREAS,  the Credit  Agreement has been amended pursuant to Amendment
No. 1  thereto  dated as of  September 23,  1998 to allow the  Guarantor to make
certain  secured loans to the Borrower in an aggregate  amount up to $10,000,000
to  purchase  shares of stock of the  Guarantor  which  shares of stock  will be
pledged as security for the repayment of such loans ("Guarantor Loans");

          WHEREAS,  the  Borrower  has  requested  that the term of the Restated
Agreement  be  extended  until  April 1,  2002  and as  consideration  for  such
extension,  Guarantor has agreed that principal  payments on the Guarantor Loans
shall not commence until after the maturity date of the loans under the Restated
Agreement;

          WHEREAS,  Bank,  Guarantor  and  Borrower  wish to amend the  Restated
Agreement to provide for the Guarantor Loans, to provide for an extension of the
term of the Restated Agreement and to make certain other changes,  as and to the
extent  set forth  in this  Amendment and  subject to the terms  and  conditions


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                                      - 2 -


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  being   replaced  in  its  entirety  in   connection   herewith
("Replacement Note").

          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  2.2 of the  Restated  Agreement  is  hereby  deleted  and
replaced in its entirety by the following:

               "2.2 The Note. The Credit is evidenced by a replacement note made
     by  Borrower to Bank dated as of  November 30,  1998  ("Note"),  payable in
     accordance  with the terms and conditions  set forth  therein.  The Note is
     also subject to mandatory prepayment as set forth in Section 2.4(c) of this
     Agreement."

          2.  Section 5.1  of the Restated  Agreement  is hereby  deleted in its
entirety and replaced with the following:

               "5.1 Borrowed Money. Create, incur, assume or suffer to exist any
     liability for borrowed  money  (i) except to the Bank,  (ii) except  for an
     existing  loan  from  Fleet  National  Bank  in  the  original   amount  of
     $4,000,000.00  which loan was used only to purchase  shares of stock of the
     Guarantor,  and (iii) except for a certain loan or loans from the Guarantor
     in an aggregate  principal  amount up to  $10,000,000  which loans shall be
     used only to purchase shares of stock of the Guarantor ("Guarantor Loans"),
     provided however that principal repayments on the Guarantor Loans shall not
     commence  until after the scheduled  maturity date of the existing loans in
     favor of the Bank."

          3.  Section 5.2  of the Restated  Agreement  is hereby  deleted in its
entirety and replaced with the following:

               "5.2 Encumbrances.  Create,  incur, assume or suffer to exist any
     mortgage,  lien,  security interest,  pledge or other encumbrance on any of
     its property or assets,  whether now owned or hereafter  owned or acquired,
     other  than  encumbrances  in favor of the Bank and other  than a pledge of
     shares in favor of Fleet  National Bank and/or  Guarantor to secure payment
     of the loans described in Section 5.1 above."

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                                      - 3 -


          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  confirms  and  agrees  that,
notwithstanding  the  effectiveness  of the  Amendment,  the  obligations of the
Guarantor under the Guaranty shall not be impaired or  affected and the Guaranty


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                                      - 4 -


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.  Replacement  Note.  The Borrower shall have executed and
delivered to Bank the  Replacement  Note dated the date hereof in the  principal
amount of $1,008,699.79.

                    c. 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.

                    d. 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  representations  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 Amendment, 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


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                                      - 5 -


or  condition  of the  Restated  Agreement  or any other  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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                                     - 6 -

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

                                      COLUMBUS McKINNON CORPORATION
                                      EMPLOYEE STOCK OWNERSHIP TRUST


                                      By:      /s/ Karen L. Howard
                                               ---------------------------
                                               KAREN L. HOWARD, as Trustee
                                               under the Columbus McKinnon
                                               Corporation Employee Stock
                                               Ownership Trust Agreement


                                      By:      /s/ Timothy R. Harvey
                                               -----------------------------
                                               TIMOTHY R. HARVEY, 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/ M. F. Brown
                                               --------------------------
                                               M.F. Brown
                                               Authorized Signatory