AMENDMENT  NO.  3  and  Waiver  (the
                                    "Amendment") dated as of January 31, 2000 to
                                    the Credit  Agreement  dated as of March 30,
                                    1998 (as the same has been, or may hereafter
                                    be,    amended,    amended   and   restated,
                                    supplemented or otherwise modified,  renewed
                                    or replaced  from time to time,  the "Credit
                                    Agreement"), among (i) MMH HOLDINGS, INC., a
                                    Delaware  corporation   ("Holdings"),   (ii)
                                    MORRIS MATERIAL  HANDLING,  INC., a Delaware
                                    corporation  (the  "Company"),  (iii) MORRIS
                                    MATERIAL  HANDLING,  LLC (formerly  known as
                                    Material Handling,  LLC), a Delaware limited
                                    liability  company,   (iv)  MORRIS  MATERIAL
                                    HANDLING  EQUIPMENT  LIMITED (formerly known
                                    as  Morris  Material   Handling,   Ltd.),  a
                                    company  organized under the laws of England
                                    and Wales,  (v) KAVERIT STEEL AND CRANE ULC,
                                    an  unlimited  liability  company  organized
                                    under  the  laws of Nova  Scotia,  (vi)  the
                                    Banks  referred  to  therein,  (vii) the New
                                    York branch of CREDIT AGRICOLE INDOSUEZ,  as
                                    syndication  agent  for  the  Banks,  (viii)
                                    BANKBOSTON, N.A., as documentation agent for
                                    the Banks and (ix) CANADIAN IMPERIAL BANK OF
                                    COMMERCE,   as   administrative   agent  and
                                    collateral  agent  for the  Banks  (in  such
                                    capacities, the "Administrative Agent").


                             INTRODUCTORY STATEMENT


                  WHEREAS,  all capitalized  terms not otherwise defined in this
Amendment are used herein as defined in the Credit Agreement;

                  WHEREAS,  subject  to the terms  and  conditions  hereof,  the
Credit Parties,  the Banks and the Administrative  Agent desire to amend certain
Sections of the Credit  Agreement,  and the Banks and the  Administrative  Agent
desire to waive  compliance by the Credit  Parties with certain  Sections of the
Credit Agreement; and

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:

                  SECTION 1. Amendment to the Credit  Agreement.  Subject to the
provisions of Section 5 hereof, the Credit Agreement is hereby amended effective
as of the  Effective  Date (such term being used  herein as defined in Section 5
hereof) as follows:

<PAGE>

                                      - 3 -
                  (A) Section 8.05 of the Credit  Agreement is hereby amended by
deleting  the last clause  thereof  and  replacing  the same with the  following
clause, "or any corporate action is taken by Holdings or any Credit Party or any
of its Subsidiaries to authorize any of the foregoing; or"

                  (B)  Section  11.04(b)(A)  of the Credit  Agreement  is hereby
amended by deleting the phrase "and the Company" appearing in the first sentence
thereof.

     (C) The Credit Agreement is hereby amended by adding the following  section
immediately after Section 11.18 thereof:

                           11.19  Treatment of Non-Public  Information;  Voting.
                  Notwithstanding  anything to the  contrary  contained  in this
                  Credit  Agreement,  any Bank which has  requested  that it not
                  receive  material,   non-public   information  concerning  the
                  Borrowers  or any of the  other  Credit  Parties  and which is
                  therefore unable or unwilling to vote with respect to an issue
                  arising  under this  Credit  Agreement  will agree to vote and
                  will be deemed to have voted its Commitment  under this Credit
                  Agreement  pro rata in accordance  with the  percentage of the
                  Commitments  voted  in favor  of,  and the  percentage  of the
                  Commitments  voted  against,  any such issue under this Credit
                  Agreement.

     SECTION 2.  Waiver.  Compliance  with the below  listed  provisions  of the
Credit Agreement are hereby waived for the period commencing January 31, 2000 to
and including 5:00 p.m. on March [29], 2000 (the "Waiver Termination Date"):

                           (i)      Section  4.02(c)  and the last  sentence  of
                                    Section  5.11(b)  solely in  respect  of any
                                    Material  Adverse  Effect  pertaining to the
                                    operations, business, financial condition or
                                    prospects of the Company and its  Subsidiary
                                    taken  as a whole as  reflected  in the Bank
                                    Group  Meeting  Presentation,  dated January
                                    14,  2000  and  the  covenant   calculations
                                    furnished to the Agent on January 27, 2000;

                           (ii)     the last sentence of Section 5.11(a);

                           (iii)    Section 6.01(a);

                           (iv)     Section 7.10; and

                           (v)      Section 7.13.
<PAGE>

; provided, that prior to the Waiver Termination Date, the aggregate outstanding
amount of Revolving Loans,  Swingline Loans  (including UK Swingline  Letters of
Credit) and Letters of Credit  shall not exceed the lesser of (x) the  Borrowing
Base or (y) an amount equal to $12,000,000 plus the aggregate outstanding amount
of Revolving Loans,  Swingline Loans (including UK Swingline  Letters of Credit)
and Letters of Credit as of January 28, 2000.

                  As used herein, the term "Waiver  Termination Date" shall mean
5:00 p.m.  on March  [29],  2000,  or such later  date as may be agreed  upon in
writing by the Administrative Agent and the requisite Banks. Upon the occurrence
of any Event of Default,  the Administrative  Agent and the Banks shall have all
rights and  remedies  available  to them under the Credit  Documents,  at law or
otherwise  with respect to each Event of Default,  which rights and remedies are
hereby expressly  reserved.  Upon the occurrence of the Waiver Termination Date,
the  Borrowers  shall be  obligated  to comply with the  covenants  set forth in
Sections 6.01(a),  7.10 and 7.13 at the levels set forth in the Credit Agreement
for such date and thereafter as provided in the Credit Agreement.

                  SECTION 3. Confirmation and Acknowledgment of the Obligations;
Release.  Each of the Borrowers and the other Credit Parties hereby confirms and
acknowledges  to the Agents and the Banks that it is validly and justly indebted
to the Agents and the Banks for the payment of all  Obligations  without offset,
defense, cause of action or counterclaim of any kind or nature whatsoever.  Each
of the Credit  Parties,  on its own behalf and on behalf of its  successors  and
assigns, hereby waives, releases and discharges the Agents and each Bank and all
of the  affiliates  of the  Agents  and  each  Bank,  and all of the  directors,
officers,  employees,  attorneys  and agents of the  Agents,  each Bank and such
affiliates, from any and all claims, demands, actions or causes of action (known
and unknown)  arising out of or in any way relating to the Credit  Documents and
any documents,  agreements,  dealings or other matters connected with any of the
Credit Documents, in each case to the extent arising (x) on or prior to the date
hereof or (y) out of, or relating to, actions,  dealings or matters occurring on
or prior to the date  hereof.  The waivers,  releases,  and  discharges  in this
Section 3 shall be  effective  regardless  of  whether  the  conditions  to this
Amendment are satisfied and  regardless of any other event that may occur or not
occur after the date hereof.

                  SECTION 4.  Agreement by the Borrowers.  The Borrowers  hereby
agree to pay all out-of-pocket costs and expenses of each of the Agents and each
of the Banks as contemplated by Section 11.01 of the Credit Agreement.

                  SECTION 5. Conditions to  Effectiveness.  The effectiveness of
this  Amendment  is  subject  to the  satisfaction  in  full  of  the  following
conditions precedent on or before January 31, 2000 (the first date on whic h all
such  conditions  have been satisfied being herein referred to as the "Effective
Date"):

<PAGE>
                  (A) the  Administrative  Agent  shall have  received  executed
counterparts of this Amendment,  which, when taken together, bear the signatures
of  Holdings,  each of the Credit  Parties and those  Banks  required by Section
11.12 of the Credit Agreement; and

                  (B) the  Administrative  Agent (for the benefit of each of the
Banks which has executed and delivered counterparts of this Amendment by 5:00 pm
eastern  time on January 31, 2000 (each such Bank,  an  "Executing  Bank") shall
have received the following:

                    (i)  an amendment fee in an amount equal to one-tenth of one
                         percent  (1/10%) of each Executing  Bank's  Commitment;
                         and

                    (ii) the payment of all invoiced amounts owing to any of the
                         Agents and any Bank  pursuant  to Section  11.01 of the
                         Credit  Agreement  after giving  effect to Section 4 of
                         this Amendment; and

                  (C) the Borrowers shall have complied with all requirements of
Section 6.20(d) and (e) of the Credit Agreement except as such compliance may be
extended by the Agent; and

                  (D) the Borrowers shall have obtained all consents and waivers
from any  Governmental  Authority or other Person  necessary for the  execution,
delivery and performance of this Amendment and any other document or transaction
contemplated by this Amendment; and

                  (E) no Event of Default (which has not been properly waived in
writing)  shall have occurred and then be continuing  and no Default or Event of
Default shall occur or be continuing  upon the  effectiveness  of this Amendment
and the Administrative  Agent shall have received a certificate of the Borrowers
with respect to the foregoing and the matters set forth in subsection (D) above;
and

                  (F) all legal matters in connection with this  Amendment,  the
Credit  Documents  and/or the  Collateral  shall be reasonably  satisfactory  to
Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent.

                  SECTION 6.  Representations  and Warranties.  Holdings and the
Credit  Parties  hereby  represent and warrant to the  Administrative  Agent and
Banks  that  after  giving  effect  to this  Amendment  (including  the  waivers
contained in Section 2 hereof):

                  (A) the representations and warranties contained in the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects on and as of the date hereof as if such  representations and warranties
had  been  made  on  and as of the  date  hereof  (except  to  the  extent  such
representations and warranties expressly relate to an earlier date); and

<PAGE>

                  (B) Holdings and the Credit Parties are in compliance with all
the terms and provisions set forth in the Credit  Agreement and the other Credit
Documents and no Default or Event of Default has occurred or is continuing under
the Credit Agreement or will occur upon the effectiveness of this Amendment.

                  SECTION  7. Full Force and  Effect.  Except as  expressly  set
forth herein, this Amendment does not constitute a waiver or modification of any
provision of the Credit Agreement or a waiver of any Default or Event of Default
under the Credit  Agreement,  in either case  whether or not known to any of the
Agents or the Banks.  Except as expressly  amended hereby,  the Credit Agreement
shall  continue  in full  force and  effect in  accordance  with the  provisions
thereof on the date hereof and the Credit Agreement as heretofore amended and as
amended by this  Amendment  are hereby  ratified and  confirmed.  As used in the
Credit Agreement,  the terms "Credit  Agreement,"  "this  Agreement,"  "herein,"
"hereafter,"  "hereto," "hereof," and words of similar import, shall, unless the
context  otherwise  requires,  mean the  Credit  Agreement  as  amended  by this
Amendment.  References to the terms "Agreement" or "Credit Agreement"  appearing
in the Exhibits or Schedules to the Credit Agreement  shall,  unless the context
otherwise requires, mean the Credit Agreement as amended by this Amendment.

                  SECTION  8.  Miscellaneous.

                  (A) Should there be a need for further  amendments  or waivers
with respect to the matters addressed herein or any other matters,  requests for
such  amendments  or  waivers  shall be  evaluated  by the Banks  when  formally
requested, in writing, by the Borrower, and the Banks may deny any such requests
for any reason in their sole discretion.

                  (B) This Amendment shall constitute a Credit Document.

                  SECTION 9.  APPLICABLE  LAW. THIS AMENDMENT  SHALL BE GOVERNED
BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK WHICH
ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED  WHOLLY WITHIN THE STATE OF
NEW YORK.

                  SECTION 10.  Counterparts.  This  Amendment may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which when taken together shall  constitute but one instrument.  Signature pages
may be detached from  counterpart  documents and  reassembled  to form duplicate
executed originals.  Delivery of an executed  counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.

<PAGE>

     SECTION 11. Expenses.  Whether or not this Amendment  becomes  effective or
the  transactions  contemplated  hereby are  consummated,  each of the Borrowers
agrees, on a joint and several basis, to pay all out-of-pocket expenses incurred
by the  Administrative  Agent in connection with the preparation,  execution and
delivery of this  Amendment  and any other  documentation  contemplated  hereby,
including,  but not  limited to, the fees and  disbursements  of counsel for the
Administrative Agent.

     SECTION 12.  Headings.  The headings of this Amendment are for the purposes
of  reference  only and shall not affect the  construction  of, or be taken into
consideration in interpreting, this Amendment.

                  SECTION  13.  Acknowledgments and Consent

     (A) Each Credit Party hereby acknowledges that Mondel ULC has been sold and
is no longer a party to the Credit Agreement.

     (B) 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,  (i) its obligations under
its Guarantee  shall not be impaired or affected and (ii) such Guarantee is, and
shall  continue  to be, in full  force and effect  and is hereby  confirmed  and
ratified in all respects.

     (C) Each Guarantor hereby confirms and acknowledges  that it is validly and
justly  indebted  to the  Agents  and the  Banks for the  payment  of all of the
Obligations which it has guaranteed, without offset, defense, cause of action or
counterclaim of any kind or nature whatsoever.

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed by their duly authorized  officers,  all as of the
date and year first written above.

                                              [signature pages follow]