WAIVER NO. 3

                  This WAIVER NO. 3 ("Waiver No. 3") is made as of June 30, 1999
among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"),  its subsidiaries
named on the signature pages hereto, and the Agents and the lending institutions
named on the signature pages hereto. This Waiver No. 3 is made with reference to
that  certain  Waiver  dated as of March 2, 1999 (the "March  Waiver")  and that
certain  Waiver dated as of June 14, 1999 (the "June Waiver" and,  together with
the March Waiver, the "Waivers") relating to that certain Credit Agreement dated
as of March 30, 1998, as amended as of August 28, 1998,  by and among  Holdings,
the U.S. Borrowers,  the U.K. Borrower,  the Canadian Borrowers,  the 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,  the Agents and the Banks entered
     into the Credit Agreement; and

                  WHEREAS,  the Borrowers have been granted the Waivers relating
to certain  outstanding  Defaults  through  June 30, 1999 and have  requested an
extension of the Waivers  through  August 2, 1999,  and the  Required  Banks are
willing to grant such waiver  extension  on the terms and  conditions  set forth
herein;

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

                  SECTION 1.  WAIVERS TO THE CREDIT AGREEMENT

                  The  definition  of Waiver  Period set forth in the Waivers is
hereby amended to extend the period through August 2, 1999 and all references in
the Waivers to the Waiver  Period shall be deemed to be references to the Waiver
Period as extended hereby; provided, that during the Waiver Period, as extended,
the  conditions set forth in Section 2 of the March Waiver are complied with and
provided,  further, that an Event of Default shall be deemed to have occurred as
of  August  3,  1999 if the  Borrowers  are not in  compliance  with  any of the
financial covenants set forth in the Credit Agreement as of that date.

<PAGE>

                  SECTION 2.  RATIFICATION

                  2.1 To induce the Required Banks to enter into this Waiver No.
3, the Borrowers and the Guarantors jointly and severally  represent and warrant
that after  giving  effect to this Waiver No. 3 no violation of the terms of the
Credit Agreement exists and all representations and warranties  contained in the
Credit Agreement are true,  correct and complete in all material 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 Waiver No. 3 and the
Waivers,  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.  In the event of
inconsistencies  between this Waiver No. 3, together  with the Waivers,  and the
Credit  Agreement,  the terms of this Waiver No. 3,  together  with the Waivers,
shall govern.

                  2.3 Each  Borrower  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.

                  SECTION 3.        CONSENT TO AGREEMENT IN PRINCIPLE TO AMEND

                  Holdings,  the  Borrowers,  the Agents and the Required  Banks
hereby agree to enter into an amendment to the Credit Agreement on substantially
the terms and  conditions  set forth on Exhibit A hereto subject to, among other
things,  the satisfaction of conditions  precedent  thereto and the preparation,
execution and delivery of satisfactory legal documentation.

                  SECTION 4.        COUNTERPARTS; EFFECTIVENESS

     This Waiver No. 3 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 Waiver No. 3 shall become
effective as of the date hereof upon the execution of the counterparts hereof by
Holdings,  the Borrowers,  the Guarantors and the Required Banks. Delivery of an
executed  counterpart of a signature page of this Waiver No. 3 by telecopy shall
be effective as delivery of a manually  executed  counterpart of this Waiver No.
3.

                  SECTION 5.        GOVERNING LAW

                  THIS WAIVER NO. 3 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 6.        ACKNOWLEDGEMENT AND CONSENT BY
                                    THE GUARANTORS

                  6.1 Each Guarantor hereby  acknowledges  that it has read this
Waiver No. 3 and  consents to the terms  hereof and further  confirms and agrees
that,  notwithstanding  the  effectiveness of this Waiver No. 3, 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.

                  6.2 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.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

                  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:  Vice Pres./Treasurer

                        MORRIS MATERIAL HANDLING, INC.

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

                        MORRIS MATERIAL HANDLING, LLC

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

                        MORRIS MATERIAL HANDLING
                        EQUIPMENT 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

<PAGE>

                      KAVERIT STEEL AND CRANE ULC

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

                      MHE TECHNOLOGIES, INC.

                                By: /s/ David Dupert
                                Name:   David Dupert
                                Title:  President

                      PHMH HOLDING COMPANY
                                By: /s/ David Dupert
                                Name:   David Dupert
                                Title:  President

                      MATERIAL HANDLING EQUIPMENT NEVADA CORPORATION
                                By: /s/ David D. Smith
                                Name:   David D. Smith
                                Title:  Treasurer

                      CMH MATERIAL HANDLING, LLC
                                By: /s/ David D. Smith
                                Name:   David D. Smith
                                Title:  Manager

<PAGE>

                     EPH MATERIAL HANDLING, LLC
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Manager

                     HARNISCHFEGER 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

                     MERWIN, 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:  Vice Pres./Treasurer

                     MPH CRANE, INC.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

<PAGE>

                     NPH MATERIAL HANDLING, INC.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     PHME SERVICE, INC.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     SPH CRANE & HOIST, INC.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     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>

                     BUTTERS ENGINEERING SERVICES LIMITED
                     By: /s/ Martin L. Ditkof
                     Name:   Martin L. Ditkof
                     Title:  Director

                     INVERCOE ENGINEERING LIMITED
                     By: /s/ Martin L. Ditkof
                     Name:   Martin L. Ditkof
                     Title:  Director

                     LOWFILE LIMITED
                     By: /s/ Martin L. Ditkof
                     Name:   Martin L. Ditkof
                     Title:  Director

                     RED CROWN ULC
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Director

                     MMH (HOLDINGS) LIMITED
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Director

                     MORRIS MATERIAL HANDLING LIMITED
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Director

                     MMH INTERNATIONAL LIMITED
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Director

<PAGE>

                     MORRIS MATERIAL HANDLING MEXICO
                     S.A. DE C.V.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Director

                     BIRMINGHAM CRANE & HOIST, INC.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     ARIZONA MOTOR AND CONTROL CORPORATION
                     By: /s/ Martin L. Ditkof
                     Name:   Martin L. Ditkof
                     Title:  Director

                     DAJU HOLDINGS LIMITED
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     OVERHEAD CRANE SERVICE & SUPPLY COMPANY LTD.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

                     OVERHEAD CRANE SERVICE AND SUPPLY COMPANY (SUDBURY) LTD.
                     By: /s/ David D. Smith
                     Name:   David D. Smith
                     Title:  Vice Pres./Treasurer

<PAGE>

                     CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative
                     Agent and Collateral Agent And as a Bank
                     By: /s/ Lindsay Gordon
                     Name:   Lindsay Gordon
                     Title:  Executive Director

                     CIBC Inc., as a Bank
                     By: /s/ Lindsay Gordon
                     Name:   Lindsay Gordon
                     Title:  Executive Director

                     CREDIT AGRICOLE INDOSUEZ,
                     as Syndication Agent and as a Bank
                     By:  /s/ Matthew Linett
                     Name:   Matthew Linett
                     Title:  Vice President

                     BANKBOSTON, N.A.
                     as Documentation Agent and as a Bank
                     By: /s/ Linda E.C. Alto   o
                     Name:   Linda E.C. Alto
                     Title:  Vice President

                     ABN-AMRO BANK N.V., as a Bank
                     By:
                     Name:
                     Title:

<PAGE>

                     BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, Inc., as a
                     Bank
                     By: /s/ Patrick J. Rounds
                     Name:   Patrick J. Rounds
                     Title:  Vice President

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

                     THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
                     By: /s/ Deborah Stevens
                     Name:   Deborah Stevens
                     Title:  Authorized Agent

                     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:
                     Name:
                     Title:

                     ARCHIMEDES FUNDING, L.L.C., As a Bank
                     By: ING Capital Advisors, Inc.
                     As Collateral Manager
                     By: /s/ Michael P. McAdams
                     Name:   Michael P. McAdams
                     Title:  Managing Director

<PAGE>

                     RIGGS BANK N.A., as a Bank
                     By:
                     Name:
                     Title:

                     SANWA BUSINESS CREDIT CORPORATION, As a Bank
                     By:
                     Name:
                     Title:

                     CRESCENT/MACH I PARTNERS, L.P., as a Bank
                     By:  TCW Asset Management
                     Company, Its Investment Manager
                     By: /s/ Justin L. Driscoll
                     Name:   Justin L. Driscoll
                     Title:  Senior Vice President

                     WELLS FARGO BANK, N.A., as a Bank
                     By: /s/ Dana D. Cagle
                     Name:   Dana D. Cagle
                     Title:  Vice President

                     ML CLO XV PILGRIM AMERICA (CAYMAN) LTD., as a Bank
                     By: Pilgrim America
                     Investments, Inc., as its Investment Manager
                     By: /s/ Jason T. Groom
                     Name:   Jason T. Groom
                     Title:  Asst. Vice President

<PAGE>

                     SENIOR DEBT PORTFOLIO, as a Bank
                     By:  Boston Management and
                     Research, as Investment Advisor
                     By: /s/ Payson F. Swaffield
                     Name:   Payson F. Swaffield
                     Title:  Vice President

                     CYPRESSTREE INVESTMENT
                     PARTNERS II, LTD., as a Bank
                     By: CypressTree Investment
                     Management Company, Inc.,
                     as Portfolio Manager.
                     By: /s/ Philip C. Robbins
                     Name:   Philip C. Robbins
                     Title:  Principal

                     INDOSUEZ CAPITAL FUNDING IIA,
                     LIMITED, as a Bank
                     By:  Indosuez Capital, as
                     Portfolio Advisor
                     By: /s/ Melissa Marcus
                     Name:   Melissa Marcus
                     Title:  Vice President