SECOND SUPPLEMENTAL INDENTURE


                  SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of  February  12,  1999,  among  ABELL-HOWE  CRANE,  INC.,  a  Delaware
corporation (a "Guaranteeing  Subsidiary""),  subsidiaries of Columbus  McKinnon
Corporation  (or  its  permitted   successor),   a  New  York  corporation  (the
"Company"),  the  Company,  the other  Guarantors  (as defined in the  Indenture
referred to herein) and 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 "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   Indenture   provides   that   under   certain
circumstances  the  Guaranteeing  Subsidiary  shall  execute  and deliver to the
Trustee a supplemental  indenture pursuant to which the Guaranteeing  Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and  conditions  set forth herein ( a "Subsidiary
Guarantee"); and

                  WHEREAS,  pursuant  to  Section  9.01  of the  Indenture,  the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
the Guaranteeing  Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

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

                  2. AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby
agrees as follows:

                  (a)      Along with all Guarantors named in the Indenture,  to
                           jointly and  severally  Guarantee to each Holder of a
                           Note  authenticated  and delivered by the Trustee and
                           to  the  Trustee  and  its  successors  and  assigns,
                           irrespective  of the validity and  enforceability  of
                           the  Indenture,  the Notes or the  obligations of the
                           Company hereunder or thereunder, that:

                           (i)      the  principal  of and interest on the Notes
                                    will be  promptly  paid in  full  when  due,
                                    whether  at   maturity,   by   acceleration,
                                    redemption or otherwise, and interest on the
                                    overdue  principal  of and  interest  on the
                                    Notes,  if any,  if  lawful,  and all  other
                                    obligations of the Company to the Holders or
                                    the Trustee  hereunder or thereunder will be
                                    promptly paid in full or  performed,  all in
                                    accordance   with  the  terms   hereof   and
                                    thereof; and

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                           (ii)     in case of any  extension of time of payment
                                    or renewal of any Notes or any of such other
                                    obligations, that same will be promptly paid
                                    in full when due or performed in  accordance
                                    with the terms of the  extension or renewal,
                                    whether at stated maturity,  by acceleration
                                    or  otherwise.  Failing  payment when due of
                                    any amount so guaranteed or any  performance
                                    so  guaranteed  for  whatever  reason,   the
                                    Guarantors  shall be jointly  and  severally
                                    obligated to pay the same immediately.

                  (b)      The  obligations  hereunder  shall be  unconditional,
                           irrespective   of   the   validity,   regularity   or
                           enforceability  of the  Notes or the  Indenture,  the
                           absence of any action to enforce the same, any waiver
                           or consent by any Holder of the Notes with respect to
                           any provisions hereof or thereof, the recovery of any
                           judgment  against the Company,  any action to enforce
                           the  same  or  any  other  circumstance  which  might
                           otherwise  constitute a legal or equitable  discharge
                           or defense of a guarantor.


                  (c)      The   following   is   hereby    waived:    diligence
                           presentment, demand of payment, filing of claims with
                           a court in the event of  insolvency  or bankruptcy of
                           the Company,  any right to require a proceeding first
                           against the Company,  protest, notice and all demands
                           whatsoever.


                  (d)      The  Subsidiary  Guarantee  shall  not be  discharged
                           except by  complete  performance  of the  obligations
                           contained in the Notes and the Indenture.


                  (e)      If any Holder or the Trustee is required by any court
                           or   otherwise   to  return  to  the   Company,   the
                           Guarantors, or any Custodian,  Trustee, liquidator or
                           other similar  official  acting in relation to either
                           the  Company or the  Guarantors,  any amount  paid by
                           either to the Trustee or such Holder,  the Subsidiary
                           Guarantee,  to  the  extent  theretofore  discharged,
                           shall be reinstated in full force and effect.


                  (f)      The Guaranteeing  Subsidiary shall not be entitled to
                           any right of  subrogation  in relation to the Holders
                           in respect of any obligations guaranteed hereby until
                           payment in full of all obligations guaranteed hereby.


<PAGE>

                  (g)      As between the  Guarantors,  on the one hand, and the
                           Holders and the Trustee,  on the other hand,  (x) the
                           maturity of the obligations  guaranteed hereby may be
                           accelerated as provided in Article 6 of the Indenture
                           for  the   purposes  of  the   Subsidiary   Guarantee
                           notwithstanding   any  stay,   injunction   or  other
                           prohibition  preventing such  acceleration in respect
                           of the obligations  guaranteed hereby, and (y) in the
                           event  of any  declaration  of  acceleration  of such
                           obligations   as   provided   in  Article  6  of  the
                           Indenture,  such obligations  (whether or not due and
                           payable)  shall  forthwith  become due and payable by
                           the  Guarantors  for the purpose of these  Subsidiary
                           Guarantee.


                  (h)      The   Guarantors   shall   have  the  right  to  seek
                           contribution from any non-paying Guarantor so long as
                           the exercise of such right does not impair the rights
                           of the Holders under the Subsidiary Guarantee.


                  (i)      Notwithstanding the foregoing,  in the event that the
                           Subsidiary  Guarantee would constitute or result in a
                           violation of any applicable  fraudulent conveyance or
                           similar  law  of  any  relevant   jurisdiction,   the
                           liability of the  Guaranteeing  Subsidiary under this
                           Second  Supplemental  Indenture  and  its  Subsidiary
                           Guarantee  shall be  reduced  to the  maximum  amount
                           permissible  under  such  fraudulent   conveyance  or
                           similar law.


                  3. SUBORDINATION.  Payment of principal,  premium, if any, and
interest  and  Liquidated  Damages,  if  any,  on the  Subsidiary  Guarantee  is
subordinated  to the prior payment in full of Senior Debt on the terms  provided
in the Indenture.

                  4. EXECUTION AND DELIVERY. The Guaranteeing  Subsidiary agrees
that  the   Subsidiary   Guarantee   shall  remain  in  full  force  and  effect
notwithstanding  any  failure  to  endorse  on  each  Note a  notation  of  such
Subsidiary Guarantee.

                  5.  GUARANTEEING  SUBSIDIARY MAY CONSOLIDATE,  ETC. ON CERTAIN
TERMS.

                  (a)      The Guaranteeing  Subsidiary may not consolidate with
                           or merge with or into (whether or not such  Guarantor
                           is the surviving Person) another corporation,  Person
                           or  entity  whether  or  not  affiliated   with  such
                           Guarantor unless:

<PAGE>
                           (i)      subject to Section  11.05 of the  Indenture,
                                    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,  the  Indenture  and  the  Subsidiary
                                    Guarantee  on the terms set forth  herein or
                                    therein; and

                           (ii)     immediately   after  giving   effect to such
                                    transaction, no Default or Event of  Default
                                    exists.


                  (b)      In case of any such  consolidation,  merger,  sale or
                           conveyance  and upon the  assumption by the successor
                           corporation, 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  the
                           Indenture  to be  performed  by the  Guarantor,  such
                           successor   corporation   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  corporation  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  the
                           Indenture as the  Subsidiary  Guarantees  theretofore
                           and thereafter issued in accordance with the terms of
                           the  Indenture  as  though  all  of  such  Subsidiary
                           Guarantees  had  been  issued  at  the  date  of  the
                           execution hereof.

                  (c)      Except  as  set  forth  in  Articles  4 and 5 of  the
                           Indenture,  and  notwithstanding  clauses (a) and (b)
                           above,  nothing  contained in the 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.


<PAGE>

                  6.       RELEASES.

                  (a)      In the event of a sale or other disposition of all of
                           the  assets  of any  Guarantor,  by  way  of  merger,
                           consolidation  or  otherwise,  or  a  sale  or  other
                           disposition  of  all  of  the  capital  stock  of any
                           Guarantor,  then  such  Guarantor  (in the event of a
                           sale  or  other   disposition,   by  way  of  merger,
                           consolidation  or  otherwise,  of all of the  capital
                           stock of such Guarantor) or the corporation acquiring
                           the  property  (in  the  event  of a  sale  or  other
                           disposition of all or substantially all of the assets
                           of such  Guarantor)  will be released and relieved of
                           any  obligations  under  its  Subsidiary   Guarantee;
                           provided  that the Net Proceeds of such sale or other
                           disposition   are  applied  in  accordance  with  the
                           applicable  provisions  of the  Indenture,  including
                           without  limitation,  Section 4.10 of the  Indenture.
                           Upon  delivery  by the  Company to the  Trustee of an
                           Officers'  Certificate  and an  Opinion of Counsel to
                           the effect  that such sale or other  disposition  was
                           made by the Company in accordance with the provisions
                           of  the  Indenture,   including  without   limitation
                           Section  4.10 of the  Indenture,  the  Trustee  shall
                           execute any documents reasonably required in order to
                           evidence  the  release  of  any  Guarantor  from  its
                           obligations under its Subsidiary Guarantee.

                  (b)      Any Guarantor not released from its obligations under
                           its Subsidiary  Guarantee shall remain liable for the
                           full amount of principal of and interest on the Notes
                           and for the other  obligations of any Guarantor under
                           the  Indenture  as  provided  in  Article  11 of  the
                           Indenture.


                  7. NO  RECOURSE  AGAINST  OTHERS.  No past,  present or future
director,  officer,  employee,   incorporator,   stockholder  or  agent  of  the
Guaranteeing  Subsidiary,  as such, shall have any liability for any obligations
of the Company or any  Guaranteeing  Subsidiary  under the Notes, any Subsidiary
Guarantees,  the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such  obligations  or their  creation.  Each
Holder of the Notes by accepting a Note waives and releases all such  liability.
The waiver and release are part of the  consideration for issuance of the Notes.
Such  waiver  may not be  effective  to  waive  liabilities  under  the  federal
securities  laws  and it is the view of the SEC that  such a waiver  is  against
public policy.

                  8. NEW YORK LAW TO GOVERN.  THE  INTERNAL  LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE  THIS  SUPPLEMENTAL  INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE  APPLICATION  OF THE LAWS OF  ANOTHER  JURISDICTION  WOULD BE  REQUIRED
THEREBY.

<PAGE>

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

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

                  11. THE TRUSTEE.  The Trustee shall not be  responsible in any
manner  whatsoever  for or in respect of the  validity  or  sufficiency  of this
Supplemental  Indenture or for or in respect of the recitals  contained  herein,
all of which  recitals are made solely by the  Guaranteeing  Subsidiary  and the
Company.

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



Dated:  February 12, 1999


                                       ABELL-HOWE CRANE, INC..


                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Name:  Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Title: Treasurer
                                              -----------------------------


                                       LICO, INC.


                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Name:  Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Title: Treasurer
                                              -----------------------------

<PAGE>

                                       AUTOMATIC SYSTEMS, INC.

                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Name:  Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Title: Treasurer
                                              -----------------------------


                                       LICO STEEL, INC.



                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Name:  Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Title: Treasurer
                                              -----------------------------





                                       COLUMBUS McKINNON CORPORATION

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


                                       YALE INDUSTRIAL PRODUCTS, INC.

                                       By:    /s/ Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Name:  Robert L. Montgomery, Jr.
                                              -----------------------------
                                       Title: Treasurer
                                              -----------------------------


                                       STATE STREET BANK AND TRUST COMPANY, N.A.
                                       as Trustee


                                     By:      /s/ James E. Murphy
                                              -----------------------------
                                     Name:    James E. Murphy
                                              -----------------------------
                                     Title:   Vice President
                                              -----------------------------