SEVENTH SUPPLEMENTAL INDENTURE


     SEVENTH SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
August 30, 2005,  among Columbus  McKinnon  Corporation,  a New York corporation
(the "COMPANY"), the Guarantors (as defined in the Indenture referred to herein)
and U.S. Bank Trust  National  Association,  formerly known as State Street Bank
and Trust Company,  N.A., as trustee under the Indenture  referred to below (the
"TRUSTEE").

                               W I T N E S S E T H

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
an Indenture  (the "ORIGINAL  INDENTURE"),  dated as of March 31, 1998 providing
for the issuance of an aggregate  principal  amount of up to $300.0 million of 8
1/2% Senior Subordinated Notes due 2008 (the "NOTES");

     WHEREAS,  the Company,  the Guarantors and the Trustee amended the Original
Indenture by entering into a Supplemental  Indenture dated as of March 31, 1998,
a  Second  Supplemental  Indenture  dated  as of  February  12,  1999,  a  Third
Supplemental  Indenture  dated  as of  March  1,  1999,  a  Fourth  Supplemental
Indenture dated as of November 1, 1999, a Fifth Supplemental  Indenture dated as
of April 4, 2002, and a Sixth Supplemental Indenture, dated as of August 5, 2002
in order to add  certain  entities  as  guarantors  and to reflect the merger or
disposition of certain  Guarantors (the Original  Indenture,  as supplemented by
the First Supplemental Indenture,  the Second Supplemental Indenture,  the Third
Supplemental   Indenture,   the  Fourth   Supplemental   Indenture,   the  Fifth
Supplemental Indenture,  and the Sixth Supplemental Indenture, the "INDENTURE");
and

     WHEREAS,  Section 9.02 of the  Indenture  provides  that the  Company,  the
Guarantors  and the  Trustee  may amend or  supplement  the  Indenture  with the
consent of the Holders of at least a majority in  principal  amount of the Notes
then outstanding; and

     WHEREAS,  the Company,  the  Guarantors and the Trustee desire to amend the
Indenture  as set forth in  Sections 2 hereof to  eliminate  certain  provisions
including  substantially all of the material  restrictive  covenants and certain
events of default; and

     WHEREAS,  the Company has received  consents to the amendments  effected by
this Seventh  Supplemental  Indenture from the Holders of at least a majority in
principal amount of the Notes outstanding; and

     WHEREAS this Seventh Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Company and the Guarantors; and

     WHEREAS, all conditions precedent provided for in the Indenture relating to
this Seventh Supplemental Indenture have been complied with;

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     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
Company,  the  Guarantors  and the Trustee  mutually  covenant and agree for the
benefit of each other and for the equal and  ratable  benefit of the  Holders of
the Notes a s follows:

     1.  CAPITALIZED  TERMS.  Capitalized  terms used herein without  definition
shall have the meanings assigned to them in the Indenture.

     2. AMENDMENTS TO INDENTURE.

          a. Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15
and 4.16 of the Indenture and all  references and  cross-references  thereto are
deleted in their entirety.

          b.  Section  5.01 of the  Indenture  is amended  and  restated  in its
entirety to read as follows:

               "SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                    Neither the Company nor any Guarantor  shall  consolidate or
               merge with or into (whether or not the Company or such  Guarantor
               is the surviving corporation),  or sell, assign, transfer, lease,
               convey or otherwise  dispose of all or  substantially  all of its
               properties  or assets  in one or more  related  transactions,  to
               another corporation, Person or entity unless the entity or Person
               formed by or surviving any such consolidation or merger (if other
               than the  Company or such  Guarantor)  or the entity or Person to
               which such sale, assignment, transfer, lease, conveyance or other
               disposition  shall have been made assumes all the  obligations of
               the Company or such Guarantor  under the Notes and this Indenture
               pursuant  to  a  supplemental  indenture  in  a  form  reasonably
               satisfactory to the Trustee."

          c.  Section  5.02 of the  Indenture  is amended  and  restated  in its
entirety to read as follows:

               "SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

                    Upon any consolidation or merger,  or any sale,  assignment,
               transfer,  lease,  conveyance  or  other  disposition  of  all or
               substantially all of the assets of the Company in accordance with
               Section 5.01 hereof,  the  successor  corporation  formed by such
               consolidation  or into or with which the  Company is merged or to
               which such sale, assignment,  transfer, lease conveyance or other
               disposition is made shall succeed to, and be substituted  for (so
               that from and after the date of such consolidation, merger, sale,
               lease,  conveyance or other  disposition,  the provisions of this
               Indenture  referring to the "Company"  shall refer instead to the

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               successor  corporation and not to the Company),  and may exercise
               every right and power of the Company  under this  Indenture  with
               the same effect as if such successor Person had been named as the
               Company herein."

          d.  Section  11.05 of the  Indenture  is amended  and  restated in its
entirety to read as follows:

               "SECTION  11.05.  GUARANTORS  MAY  CONSOLIDATE,  ETC., ON CERTAIN
               TERMS.

                    No  Guarantor  may  consolidate  with or merge  with or into
               (whether or not such Guarantor is the surviving  Person)  another
               Person whether or not affiliated  with such Guarantor  unless the
               Person  formed by or surviving any such  consolidation  or merger
               (if  other  than  a  Guarantor  or the  Company)  unconditionally
               assumes  all the  obligations  of such  Guarantor,  pursuant to a
               supplemental   indenture   in  form  and   substance   reasonably
               satisfactory  to the Trustee under the Notes,  this Indenture and
               the  Subsidiary  Guarantee  on the  terms  set  forth  herein  or
               therein.

                    In  case  of  any  such   consolidation,   merger,  sale  or
               conveyance  and upon the assumption by the successor  Person,  by
               supplemental indenture, executed and delivered to the Trustee and
               satisfactory in form to the Trustee, of the Subsidiary  Guarantee
               endorsed upon the Notes and the due and punctual  performance  of
               all of the  covenants  and  conditions  of this  Indenture  to be
               performed by the Guarantor,  such successor  Person shall succeed
               to and be  substituted  for the Guarantor with the same effect as
               if it had been named herein as a Guarantor. Such successor Person
               thereupon  may  cause to be signed  any or all of the  Subsidiary
               Guarantees  to  be  endorsed  upon  all  of  the  Notes  issuable
               hereunder  which  theretofore  shall not have been  signed by the
               Company  and  delivered  to  the  Trustee.   All  the  Subsidiary
               Guarantees  so issued shall in all  respects  have the same legal
               rank  and  benefit  under  this   Indenture  as  the   Subsidiary
               Guarantees  theretofore and thereafter  issued in accordance with
               the  terms of this  Indenture  as though  all of such  Subsidiary
               Guarantees had been issued at the date of the execution hereof.

                    Notwithstanding   the  above,   nothing  contained  in  this
               Indenture or in any of the Notes shall prevent any  consolidation
               or merger of a  Guarantor  with or into the  Company  or  another
               Guarantor,  or  shall  prevent  any  sale  or  conveyance  of the
               property of a Guarantor  as an  entirety or  substantially  as an
               entirety to the Company or another Guarantor."

          e.  Sections  6.01  (f),  (g),  (h)  and (i)  and  any  references  or
cross-references thereto are deleted in their entirety.

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          f.  Section   8.04(d)  of  the   Indenture   and  any   references  or
cross-references thereto are deleted in its entirety.

          g. Section  8.04(e) is amended and restated in its entirety to read as
follows:

                    "(e) such Legal Defeasance or Covenant  Defeasance shall not
               result  in a breach or  violation  of,  or  constitute  a default
               under,  the Indenture or any material  agreement or instrument to
               which the  Company  or any of its  Subsidiaries  is a party or by
               which the Company or any of its Subsidiaries is bound;".

          h. A new Section 12.14 is added and shall read as follows:

               "SECTION 12.14. SATISFACTION AND DISCHARGE.

                    When (a) the Company delivers to the Trustee all outstanding
               Notes (other than Notes  replaced  pursuant to Section  2.07) for
               cancellation  or (b) all  outstanding  Notes have  become due and
               payable,  whether at maturity or on a redemption date as a result
               of the  mailing of a notice of  redemption  pursuant to Article 3
               hereof and the  Company  irrevocably  deposits  with the  Trustee
               funds  sufficient  to pay at  maturity  or  upon  redemption  all
               outstanding Notes, including interest thereon to maturity or such
               redemption  date (other than Notes  replaced  pursuant to Section
               2.07),  and if in either  case the  Company  pays all other  sums
               payable hereunder by the Company, then this Indenture shall cease
               to  be  of  further   effect.   The  Trustee  shall   acknowledge
               satisfaction  and  discharge  of this  Indenture on demand of the
               Company accompanied by an Officers' Certificate and an Opinion of
               Counsel and at the cost and expense of the Company.

                    Notwithstanding   the   above   paragraph,   the   Company's
               obligations in Sections 2.03,  2.04, 2.05, 2.06, 2.07, 2.08, 7.07
               and 7.08  shall  survive  until the Notes have been paid in full.
               Thereafter,  the  Company's  obligations  in  Section  7.07 shall
               survive.

     3. EFFECTIVENESS AND EFFECT.

          a. This Seventh  Supplemental  Indenture shall take effect on the date
hereof (the "EFFECTIVE DATE").

          b. As of the  Effective  Date,  the  Indenture  shall be modified  and
amended  in  accordance  with  the  provisions  of  this  Seventh   Supplemental
Indenture,  and all terms  and  conditions  of the  Indenture  and this  Seventh
Supplemental  Indenture  shall be read  together as though they  constitute  one
instrument, except that, in the case of conflict, the provisions of this
Seventh Supplemental Indenture shall control. All references to the Indenture in
the Indenture or in any other  agreement,  document or  instrument  delivered in
connection  therewith  or  pursuant  thereto  shall  be  deemed  to refer to the

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Indenture as amended by this Seventh Supplemental  Indenture.  The Indenture, as
modified and amended by this Seventh Supplemental  Indenture, is hereby ratified
and confirmed in all respects and shall be binding upon all Holders.

     4.  CONFLICT  WITH TRUST  INDENTURE  ACT. If any  provision of this Seventh
Supplemental Indenture limits, qualifies or conflicts with any provisions of the
TIA that is  required  under the TIA to be part of and govern any  provision  of
this Seventh Supplemental Indenture, the provisions of the TIA shall control. If
any provision of this Seventh  Supplemental  Indenture  modifies or excludes any
provision of the TIA that may be modified or excluded,  the provision of the TIA
shall be deemed to (a) be  applicable  to the Indenture as so modified or (b) be
excluded by this Seventh Supplemental Indenture, as the case may be.

     5.  SEVERABILITY.   In  the  event  that  any  provision  of  this  Seventh
Supplemental  Indenture shall be held to be invalid,  illegal or  unenforceable,
the validity,  legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

     6.  SUCCESSORS.  All covenants and agreements in this Seventh  Supplemental
Indenture  of the  Company,  the  Guarantors  and the  Trustee  shall bind their
successors and assigns, whether so expressed or not.

     7. NEW YORK LAW TO GOVERN.  This Seventh  Supplemental  Indenture  shall be
governed by and construed in  accordance  with the internal laws of the State of
New York,  as applied to  contract  made and  performed  within the State of New
York, without regard to principles of conflicts of law.

     8. COUNTERPARTS.  The parties may sign any number of copies of this Seventh
Supplemental  Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     9. EFFECT OF HEADINGS. The section headings herein are for convenience only
and shall not affect the construction hereof.

     10.  THE  TRUSTEE.  The  Trustee  shall not be  responsible  in any  manner
whatsoever  for or in respect of the  validity or  sufficiency  of this  Seventh
Supplemental Indenture o for or in respect of the recitals contained herein, all
of which recitals are made solely by the Company and the Guarantors. In entering
into this Seventh Supplemental  Indenture,  the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the liability or affording protection to the Trustee,  whether or not explicitly
provided herein.





                            [Signature Pages Follow]



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     IN  WITNESS   WHEREOF,   the  parties   hereto  have  caused  this  Seventh
Supplemental  Indenture  to be duly  executed and  attested,  all as of the date
first written above.

                                  COLUMBUS McKINNON CORPORATION



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



                                  CRANE EQUIPMENT & SERVICE, INC.



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



                                  YALE INDUSTRIAL PRODUCTS, INC.



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



                                  AUDUBON EUROPE S.AR.L.



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



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

<PAGE>

                                  U.S. BANK TRUST NATIONAL ASSOCIATION,
                                  as Trustee


                                  By:    /S/ Cheryl L. Clarke
                                         --------------------
                                  Name:  Cheryl L. Clarke
                                  Title: Assistant Vice President