<PAGE>

                                                                     Exhibit 4.9


                                 AMENDMENT NO. 1


          This AMENDMENT NO. 1 ("Amendment") is made as of August 28, 1998 by
and among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), MORRIS
MATERIAL HANDLING, INC., a Delaware corporation, as a U.S. Borrower, MATERIAL
HANDLING, LLC, a Delaware limited liability company, as a U.S. Borrower, MORRIS
MATERIAL HANDLING, LTD., a company organized under the laws of England and
Wales, as the U.K. Borrower, MONDEL ULC, an unlimited liability company
organized under the laws of Nova Scotia, as a Canadian Borrower, and KAVERIT
STEEL AND CRANE ULC, an unlimited liability company organized under the laws of
Nova Scotia, as a Canadian Borrower, the lending institutions listed on the
signature pages hereto (each, a "Bank" and, collectively, the "Banks") and the
New York branch of CREDIT AGRICOLE INDOSUEZ, as syndication agent for the Banks
(in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation
agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN
IMPERIAL BANK OF COMMERCE, as administrative agent and as collateral agent for
the Banks (in such capacities, the "Administrative Agent" and, together with the
Syndication Agent and the Documentation Agent, the "Agents"). This Agreement is
made with reference to that certain Credit Agreement dated as of March 30, 1998,
by and among Holdings, the U.S. Borrowers, the U.K. Borrower, the Canadian
Borrowers, Agents and the Banks (the "Credit Agreement"). All capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement.

          WHEREAS, Holdings, the Borrowers, Agents and the Banks entered into
the Credit Agreement; and

          WHEREAS, the U.K. Borrower desires the ability to obtain letters of
credit and guarantees, including bid bonds and performance bonds, under the
limits of the U.K. Swingline Loan from the U.K. Swingline Bank; and

          WHEREAS, the Required Banks desire to amend the Credit Agreement to
permit the U.K. Borrower to obtain such back-up obligations and to amend certain
other provisions of the Credit Agreement;

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


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                                       2


          SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT

          1.1 Section 6.14 of the Credit Agreement (Pledge of Additional
Collateral) is hereby amended by deleting clause (i) of the first sentence
thereof and inserting the following:

          "(i) Real Property in the United States or the United Kingdom;
          provided that for purposes of this Section 6.14, leased Real Property
          shall only be included if manufacturing operations take place on such
          leased Real Property,"

          1.2 Section 7.06 (p) of the Credit Agreement (Advances, Investments
and Loans) is hereby amended by deleting the proviso contained therein.

          1.3 Section 7.09 (viii) of the Credit Agreement (Transaction with
Affiliates) is hereby amended by deleting such clause and inserting the
following:

          "(viii) loans or advances to employees and officers of the Company or
          its Subsidiaries on or within 30 days after the Closing Date the
          proceeds of which are used to acquire Management Stock."

          1.4 Section 7.20 of the Credit Agreement (Sale and Lease-Backs) is
hereby amended by adding the following on the second line thereof after the word
"hereof" and before the comma:

          "or the Exempt Sale and Lease-Back Transaction"

          1.5 Section 9 of the Credit Agreement (Definitions) is hereby amended
by deleting the definitions of Designated Acquisition, U.K. Swingline Loan and
U.K. Swingline Loan Commitment and inserting the following:

          "'Designated Acquisition' means such acquisition as shall be effected
          by the U.S. Borrowers in compliance with Section 4.03 (or, in the case
          of a Designated Acquisition paid for with funds other than the
          proceeds of an Acquisition Term Loan, in compliance with the
          informational requirements of Sections 4.03(b) and (d) - (h) as if
          proceeds of an Acquisition Term Loan were used) and Section 6.18;
          provided that the Designated Acquisition entity engages in the MHE
          Business, and businesses or activities similar or reasonably related
          thereto."


<PAGE>
                                       3


          "'U.K. Swingline Loan' means any Swingline Loan, documentary letter of
          credit or guarantee, including any bid bond or performance bond made
          or issued by a U.K. Swingline Bank to or for the benefit of the U.K.
          Swingline Borrower; provided that the terms and conditions of any
          documentary letter of credit or guarantee, including any bid bond or
          performance bond shall be as agreed between the U.K. Swingline Bank
          and the U.K. Swingline Borrower."

          "'U.K. Swingline Loan Commitment' means, with respect to each Bank,
          the amount set forth below such Bank's name on the signature pages
          hereto directly across from the entry entitled "U.K. Swingline Loan
          Commitment," as such amount may be reduced from time to time pursuant
          to Sections 2.01, 2.02, 3.02 and/or 8; provided that the U.K.
          Swingline Loan Commitment of ABN AMRO Bank shall be reduced in an
          amount equal to twelve and one-half percent (12.5%) of the notional
          amount of, and for the time during which there exists, any outstanding
          forward foreign exchange contract with the U.K. Borrower."

          1.6 Section 11.12 of the Credit Agreement (Amendment or Waiver) is
hereby amended by adding the following sentence to the end thereof:

          "No provision of Sections 3.02(A)(f) through (l) may be amended
          without the written consent of (a) Banks holding 51% of the Total A
          Term Loan Commitment, the Total Acquisition Term Loan Commitment and
          the Total Revolving Loan Commitment (or, if the Total A Term Loan
          Commitment, the Total Acquisition Term Loan Commitment and the Total
          Revolving Loan Commitment shall have been terminated, at least 51% of
          the outstanding A Term Loans, Acquisition Term Loans and Revolving
          Loans) and (b) Banks holding 51% of the Total B Term Loan Commitment
          (or, if the Total B Term Loan Commitment has been terminated, 51% of
          the outstanding B Term Loans)."

          SECTION 2. RATIFICATION OF AGREEMENT

          2.1 To induce the Required Banks to enter into this Amendment, the
Borrowers and the Guarantors jointly and severally represent and warrant that
after giving effect to this Amendment no violation of the terms of the Credit
Agreement exist and all representations and warranties contained in the Credit
Agreement are true, correct and complete in all material


<PAGE>
                                       4


respects on and as of the date hereof except to the extent such representations
and warranties specifically relate to an earlier date in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

          2.2 Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and the Credit Documents are
unchanged, and said agreements, as amended, shall remain in full force and
effect and are hereby confirmed and ratified.

          SECTION 3. COUNTERPARTS; EFFECTIVENESS

          This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
the Borrowers, the Guarantors and the Required Banks.

          SECTION 4. GOVERNING LAW

          THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW.

          SECTION 5. ACKNOWLEDGMENT AND CONSENT BY THE GUARANTORS

          Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms hereof and further confirms and agrees that,
notwithstanding the effectiveness of this Amendment, its obligations under its
Guarantee shall not be impaired or affected and such Guarantee is, and shall
continue to be, in full force and effect and is hereby confirmed and ratified in
all respects.

                                    * * * * *


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                                       5


          Witness the execution hereof by the respective duly authorized
officers of the undersigned as of the date first above written.


                                   MMH HOLDINGS, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer


                                   MORRIS MATERIAL HANDLING, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Vice President


                                   MATERIAL HANDLING, LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager


                                   MORRIS MATERIAL HANDLING LTD.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Director


                                   MONDEL ULC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   President


                                   KAVERIT STEEL AND CRANE ULC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   President


<PAGE>

                                       6


                                   MHE TECHNOLOGIES, INC.,
                                        as a Guarantor

                                        By:   /s/ Richard F. Klumpp
                                             ----------------------------------
                                        Name:    Richard F. Klumpp
                                        Title:   Vice President


                                   PHMH HOLDING COMPANY,
                                        as a Guarantor

                                        By:   /s/ Richard F. Klumpp
                                             ----------------------------------
                                        Name:    Richard F. Klumpp
                                        Title:   Vice President


                                   MATERIAL HANDLING EQUIPMENT NEVADA
                                   CORPORATION,
                                        as a Guarantor

                                        By:   /s/ Ivan Farris
                                             ----------------------------------
                                        Name:    Ivan Farris
                                        Title:   Vice President


                                   CMH MATERIAL HANDLING, LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager


                                   EPH MATERIAL HANDLING, LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager


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                                       7


                                   HARNISHCHFEGER DISTRIBUTION &
                                   SERVICE LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager



                                   HPH MATERIAL HANDLING, LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager



                                   MORRIS MATERIAL HANDLING, LLC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Manager



                                   MORRIS MECHANICAL HANDLING, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer



                                   MPH CRANE, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer



                                   NPH MATERIAL HANDLING, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer


<PAGE>

                                       8


                                   PHME SERVICE, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer



                                   SPH CRANE & HOIST, INC.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   VP/Treasurer


<PAGE>

                                       9


                                   MHE CANADA ULC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   President



                                   3016117 NOVA SCOTIA ULC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   President



                                   HYDRAMACH ULC

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   President


<PAGE>

                                       10


                                   BUTTERS ENGINEERING SERVICES
                                        LIMITED


                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Director


                                   IVERCOE ENGINEERING LIMITED

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Director


                                   LOWFILE LIMITED

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Director


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                                       11


                                   HERCULES S.A. DE C.V.

                                        By:   /s/ David D. Smith
                                             ----------------------------------
                                        Name:    David D. Smith
                                        Title:   Director


<PAGE>

                                       12


                                   CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Administrative
                                        Agent and Collateral Agent
                                        and as a Bank

                                        By:   /s/ Timothy Doyle
                                             ----------------------------------
                                        Name:    Timothy Doyle
                                        Title:   Managing Director


                                   CIBC Inc., as a Bank

                                        By:   /s/ Timothy Doyle
                                             ----------------------------------
                                        Name:    Timothy Doyle
                                        Title:   Managing Director


                                   CREDIT AGRICOLE INDOSUEZ,
                                        As Syndication Agent and
                                        As a Bank

                                        By:   /s/
                                             ----------------------------------
                                        Name:
                                        Title:

                                        By:  /s/
                                             ----------------------------------
                                        Name:
                                        Title:


                                   BANKBOSTON, N.A.
                                        As Documentation Agent and
                                        As a Bank

                                        By: 
                                             ----------------------------------
                                        Name:
                                        Title:



                                   ABN-AMRO BANK N.V., as a Bank

                                        By:  /s/ Denis J. Campbell IV
                                             ----------------------------------
                                        Name:    Denis J. Campbell IV
                                        Title:   Vice President


<PAGE>

                                       13


                                   CREDITANSTALT CORPORATE FINANCE,
                                        Inc., as a Bank

                                        By:   /s/ Patrick J. Rounds
                                             ----------------------------------
                                        Name:    Patrick J. Rounds
                                        Title:   Vice President

                                        By:  /s/ Jack R. Bentges
                                             ----------------------------------
                                        Name:    Jack R. Bentges
                                        Title:   Senior Vice President

                                   THE FIRST NATIONAL BANK OF
                                   CHICAGO, as a Bank

                                        By:  /s/ Noreen St. Lawrence
                                             ----------------------------------
                                        Name:    Noreen St. Lawrence
                                        Title:   Asst. Vice President

                                   FIRST UNION NATIONAL BANK, as a
                                        Bank

                                        By:   /s/ Scott Santa Cruz
                                             ----------------------------------
                                        Name:    Scott Santa Cruz
                                        Title:   Vice President

                                   FLEET NATIONAL BANK, as a Bank

                                        By:  /s/ Howard J. Diamond
                                             ----------------------------------
                                        Name:    Howard J. Diamond
                                        Title:   Asst. Vice President

                                   ARCHIMEDES FUNDING, L.L.C.,
                                        as a Bank

                                   By: ING Capital Advisors, Inc.,
                                        as Collateral Manager

                                        By:
                                             ----------------------------------
                                        Name:    Jane M. Nelson
                                        Title:   Senior Vice President


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                                       14


                                   RIGGS BANK N.A., as a Bank

                                        By:   /s/ Ana G. Tejblum
                                             ----------------------------------
                                        Name:    Ana G. Tejblum
                                        Title:   Vice President

                                   SANWA BUSINESS CREDIT CORPORATION,
                                        as a Bank

                                        By:   /s/ Peter L. Skavla
                                             ----------------------------------
                                        Name:    Peter L. Skavla
                                        Title:   Vice President


                                   CRESCENT/MACH I PARTNERS, L.P.,
                                        As a Bank

                                        By: TCW Asset Management Company,
                                        Its Investment Manager

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:

                                   WELLS FARGO BANK, N.A., as a Bank

                                        By:   /s/ Dana D. Cagle
                                             ----------------------------------
                                        Name:    Dana D. Cagle
                                        Title:   Vice President


<PAGE>

                                       15


                                   ML CLO XV PILGRIM AMERICA
                                        (CAYMAN) LTD., as Assignee

                                   By: Pilgrim America Investments,
                                        Inc., as its Investment
                                        Manager

                                        By:   /s/ Robert L. Wilson
                                             ----------------------------------
                                        Name:    Robert L. Wilson
                                        Title:   Vice President

                                   SENIOR DEBT PORTFOLIO, as a Bank
                                        By: Boston Management and Re-
                                        Search, as Investment Advisor

                                        By:
                                             ----------------------------------
                                        Name:
                                        Title:


                                   CYPRESS TREE INVESTMENT
                                        MANAGEMENT CO. INC.,
                                        as attorney-in-fact and on
                                        behalf of First American
                                        Financial Life Insurance
                                        Company, Inc., as Portfolio
                                        Manager

                                        By: 
                                             ----------------------------------
                                        Name:
                                        Title: