THIRD AMENDMENT TO AMENDED AND RESTATED
                            TERM LOAN AGREEMENT AMONG
                               FLEET NATIONAL BANK
                     (AS SUCCESSOR BY MERGER TO FLEET BANK),
                COLUMBUS MCKINNON CORPORATION, AS GUARANTOR, AND
          KAREN L. HOWARD, TIMOTHY R. HARVEY AND ROBERT L. MONTGOMERY,
               AS TRUSTEES UNDER THE COLUMBUS MCKINNON CORPORATION
                    EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENT


                  This  Third  Amendment  to  Amended  and  Restated  Term  Loan
Agreement,  dated as of November __, 1998 (this "Third  Amendment"),  is entered
into by and among FLEET  NATIONAL BANK (AS SUCCESSOR BY MERGER TO FLEET BANK), a
bank having its principal office at 10 Fountain Plaza,  Buffalo,  New York 14202
("Bank"),  COLUMBUS  MCKINNON  CORPORATION,  a New York  corporation  having its
principal office at 140 Audubon Parkway,  Amherst, New York 14228 ("Guarantor"),
and Karen L.  Howard,  Timothy R. Harvey and Robert L.  Montgomery,  as Trustees
under the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement
(the "Trust  Agreement"),  effective on April 1, 1987 and amended as of November
1, 1988 (collectively, "Trustees").

                              W I T N E S S E T H:

                  WHEREAS:

                  A. Bank,  Guarantor  and  Trustees are parties to that certain
Amended and Restated Term Loan Agreement dated August 5, 1996, as amended by the
First Amendment thereto,  dated as of October 16, 1996, and the Second Amendment
thereto,  dated as of March 31,  1998 (as so amended and as  hereafter  amended,
restated or otherwise modified, the "Restated Agreement");

                  B. Bank,  Guarantor  and  Trustees  wish to amend the Restated
Agreement  to  extend  the  maturity  of the ESOP  Loan and make  certain  other
changes,  as and to the extent set forth in this Third  Amendment and subject to
the terms and conditions  stated herein;  it being understood that no additional
money is being  advanced in  connection  with this Third  Amendment and that the
note  which  evidences  the ESOP  Loan is being  replaced  by the ESOP  Note (as
hereinafter defined).

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
agreements,  provisions  and  covenants  herein  contained,  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                  1.  DEFINITIONS.  Except  to the  extent  otherwise  specified
herein,  capitalized  terms  used in this  Third  Amendment  shall have the same
meanings ascribed to them in the Restated Agreement.


<PAGE>

                  2.  AMENDMENTS.  This Third Amendment shall be deemed to be an
amendment to the Restated  Agreement  and shall not be construed in any way as a
replacement or  substitution  therefor.  All of the terms and conditions of, and
terms defined in, this Third Amendment are hereby incorporated by reference into
the Restated  Agreement as if such terms and  provisions  were set forth in full
therein.

                  2.1 Section 1.1 of the Restated Agreement is hereby amended by
deleting the existing definition of "ESOP Note" in its entirety and replacing it
with the following, in the appropriate alphabetical order:

                  "`ESOP NOTE' means the  Replacement  ESOP Term Note,  dated of
even date  herewith,  by  Trustees  to Bank (a copy of which is attached to this
Third   Amendment   as   Exhibit   A)  and  all   replacements,   substitutions,
modifications, extensions, renewals, consolidations and refinancings thereof.";

                  2.2 Section 1.1 of the Restated  Agreement is further  amended
by  deleting  from the  definition  of the term  "Trustees"  the words  "Ivan E.
Shawvan,";

                  2.3 Section 5.1 of the Restated Agreement is hereby amended by
deleting the text of existing  Section 5.1 in its entirety and replacing it with
the following:

                  "ENCUMBRANCES. Except for (i) the pledge of shares in favor of
Bank pursuant to the Stock Pledge Security Agreement,  (ii) the pledge of shares
in favor of Marine  pursuant to that certain pledge  agreement dated October 27,
1994, executed and delivered by Guarantor to Marine, as amended through the date
hereof and (iii) the pledge of shares in favor of Guarantor to secure loans made
by Guarantor to the Trustees for the purpose of enabling the Trustees, on behalf
of the Plan,  to  purchase  such  pledged  shares (to the extent and only to the
extent that such loans by Guarantor to the Trustees,  on behalf of the Plan, and
such pledge of shares are permitted under Section 5.02(f) and Section 5.02(r) of
the Credit  Agreement),  the Trustees  shall not  mortgage,  pledge or otherwise
encumber or suffer to be encumbered any of their assets."

                  3.  REPRESENTATIONS AND WARRANTIES OF TRUSTEES AND GUARANTOR.

                  3.1  Trustees and  Guarantor  have full power,  authority  and
legal right to enter into this Third Amendment,  and to take all action required
of them under this Third  Amendment.  Trustees hereby represent and warrant that
the execution,  delivery and performance by Trustees of this Third Amendment has
been duly  authorized  by all  necessary  action,  if any,  and that this  Third
Amendment  is a legal,  valid and binding  obligation  of  Trustees  enforceable
against Trustees 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.



<PAGE>


                  3.2 Trustees and Guarantor  each hereby  represent and warrant
that the execution, delivery and performance of this Third Amendment by Trustees
and 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 Trustees,  Guarantor,  any property
subject to the Trust Agreement or Plan, or any property of Guarantor.

                  3.3 All of the representations and warranties contained in the
Restated Agreement,  including, without limitation, those contained in Section 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  Third
Amendment or any of the other agreements and documents  contemplated  hereby. In
addition,  Trustees  hereby  represent,  warrant and affirm  that the  Financing
Documents and each of the other agreements and documents  executed in connection
with or relating to the Restated Agreement remain in full force and effect.

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

                  4.1 AMENDMENT DOCUMENTATION.  Trustees 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.   Trustees,  Bank  and  Guarantor  shall  have
executed and delivered this Third Amendment.

                  (b) ESOP NOTE.  Bank shall have  received the ESOP Note,  duly
executed and delivered by Trustees and payable to the order of Bank.

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

                  4.2  NO  DEFAULT.  As  of  the  closing  date  of  this  Third
Amendment,  no Event of Default shall have  occurred or be continuing  under the
Restated Agreement.

                  4.3  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties  set  forth in  Section  3 hereof  shall be true and  correct  on the
closing date of this Third Amendment.

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



<PAGE>


                  5.       MISCELLANEOUS

                  5.1 Except as  specifically  amended by this Third  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.

                  5.2 The execution, delivery and effect of this Third 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
agreement  or  document  executed  in  connection  therewith,  except,  upon the
effectiveness of this Third 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
Third 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.

                  5.3 COUNTERPARTS.  This Third 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.

                  5.4 COSTS AND  EXPENSES.  Guarantor  and Trustees  jointly and
severally shall  reimburse Bank promptly for all reasonable  costs and expenses,
including  reasonable  counsel fees,  incurred by Bank in  connection  with this
Third  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 Third Amendment,  the ESOP Note, any other Financing  Documents and, in the
case of Guarantor, any other Obligations.

                  5.5 GOVERNING LAW. THIS THIRD  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.

                  5.6  HEADINGS.  Section  headings in this Third  Amendment are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Third Amendment for any other purpose.





<PAGE>


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

                                              FLEET NATIONAL BANK (AS
                                              SUCCESSOR BY MERGER TO FLEET
                                              BANK)


                                              By: /s/ John G. Tierney
                                                  ---------------------------

                                              Title: Vice President
                                                     ------------------------


                                              COLUMBUS MCKINNON CORPORATION


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

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



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



                                              /s/ Timothy R. Harvey
                                              --------------------------
                                              TIMOTHY R. HARVEY, as
                                              Trustee under the Columbus
                                              McKinnon Corporation Employee
                                              Stock Ownership Trust Agreement



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