<PAGE>

                                                                   Exhibit 10.22


            SECOND AMENDMENT AND WAIVER, dated as of October 20, 2000 (this
"AMENDMENT"), to the Credit Agreement, dated as of April 29, 1998 (as amended by
the First Amendment to the Credit Agreement, dated as of October 22, 1999, the
"CREDIT AGREEMENT"), among GROVE WORLDWIDE LLC, a Delaware limited liability
company (the "COMPANY"), GROVE CAPITAL, INC., a Delaware corporation and a
Wholly Owned Subsidiary of the Company ("GROVE CAPITAL"; the Company and Grove
Capital, individually, a "BORROWER" and collectively, the "Borrowers"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (collectively, the "LENDERS"; individually, a
"LENDER") and THE CHASE MANHATTAN BANK, as Administrative Agent (as hereinafter
defined) for the Lenders hereunder.


                              W I T N E S S E T H:

            WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrowers; and

            WHEREAS, the Borrowers have requested, and, upon this Amendment
becoming effective, the Required Lenders have agreed that certain provisions of
the Credit Agreement be amended in the manner provided for in this Amendment.

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

            1. DEFINED TERMS. Terms defined in the Credit Agreement and used
      herein shall have the meanings given to them in the Credit Agreement.

            2. AMENDMENTS TO SECTION 1 OF THE CREDIT AGREEMENT. Subsection 1.1
      of the Credit Agreement is hereby amended as follows:

            (a) by adding the following definitions in their proper alphabetical
                order:

            "ACCOUNTS": all of the accounts, instruments, documents, chattel
      paper and general intangibles of the Borrower or any of its Subsidiaries,
      whether secured or unsecured, whether now existing or hereafter created or
      arising, and whether or not specifically assigned to the Administrative
      Agent for the ratable benefit of the Lenders.

            "ACCOUNT DEBTOR": the Person obligated on an Account.

            "BILL AND HOLD": Accounts that have been invoiced but for which the
      related goods have not been shipped (other than Accounts for which the
      customer purchase order and Included Divisions' order acknowledgment and
      invoice acknowledge the transfer of title upon final testing and
      inspection of the unit up to a maximum of $1,000,000 in any one month,
      PROVIDED, that such Account is not more than 30 days past the invoice
      date).


<PAGE>
                                                                               2


            "BORROWING BASE": at any date, the amount of the then most recent
      computation of the Borrowing Base, determined by calculating the amount
      equal to:

            (a) 85% of (i) Domestic Eligible Accounts minus (ii) the applicable
                Dilution Reserve at such date;

            PLUS

            (b) 50% of (i) Deutsche Grove Eligible Accounts minus (ii) the
                applicable Dilution Reserve;

            (c) 25% of Eligible Raw Materials;

            (d) 25% of Eligible Work-in-Process;

            (e) 55% of Domestic Eligible Finished Goods;

            (f) 25% of (i) Deutsche Grove Eligible Finished Goods minus (ii) the
                Reserve for Leasehold Obligations; and

            (g) 20% of Eligible Service Parts.

      Borrowing Base standards may be fixed and revised from time to time by the
      Administrative Agent in the Administrative Agent's Permitted Discretion
      with ten days prior notice to the Company. The Borrowing Base will be
      computed hereunder by the Company on a monthly basis based on information
      available to the Administrative Agent including, without limitation, the
      periodic reports and listings delivered to the Administrative Agent in
      accordance with Section 6, and a monthly Borrowing Base Certificate from a
      Responsible Officer of the Borrower presenting the Borrower's computation
      of the Borrowing Base will be periodically delivered to the Administrative
      Agent in accordance with Section 6.12(a).

            "BORROWING BASE CERTIFICATE": a certificate duly executed by a
      Responsible Officer substantially in the form of Exhibit M.

            "COMMERZBANK FACILITY": the cash credit line in the amount of DM
      51,000,000 from Commerzbank (Wilhelmshaven) and Deutsche Bank to Deutsche
      Grove GmbH, dated September 2000.

            "DEUTSCHE GROVE": a division of Grove Worldwide Holdings
      Germany GmbH in accordance with the Borrower's current and
      historical classification.

            "DEUTSCHE GROVE ELIGIBLE ACCOUNTS": on any date of determination
      thereof, all Accounts of Deutsche Grove on such date, that (i) have been
      invoiced and represent the bona fide sale of merchandise in the ordinary
      course of business in connection with its trade operations and (ii) are
      deemed by the Administrative Agent in good faith to be eligible for
      inclusion in the calculation of the Borrowing Base. Without limiting the
      foregoing, to qualify as a Deutsche Grove Eligible Account, an Account
      shall indicate

<PAGE>
                                                                               3


      Deutsche Grove (whether by legal or trade name) as sole payee and as sole
      remittance party. In determining the amount to be so included, the face
      amount of Accounts shall be reduced, without duplication, by (a) the
      aggregate amount of all cash received in respect of the Accounts but not
      yet applied by Deutsche Grove to reduce the amount of Accounts, (b) the
      amount of all actual returns, discounts, claims, credits, charges, price
      adjustments or other adjustments asserted or taken by Account Debtors of
      Deutsche Grove (to the extent the same are included in Accounts), (c) the
      amount of Deutsche Grove Finance Company Receivables and (d) the aggregate
      amount of all other reserves, limits and deductions provided for in this
      definition and elsewhere in this Agreement.

            Standards of eligibility for Accounts may be fixed and revised from
      time to time solely by the Administrative Agent in the Administrative
      Agent's Permitted Discretion with ten days prior notice by the
      Administrative Agent to the Borrower.

            In general, without limiting the foregoing, a Deutsche Grove
      Eligible Account must comply with all of the following requirements
      (unless otherwise approved from time to time in writing by the
      Administrative Agent):

            (a) all payments due on the Account have been billed and invoiced in
                a timely fashion and in the normal course of business;

            (b) no payment on any invoice is outstanding on the Account for more
                than 90 days after the date of invoice or is more than 60 days
                past due (to be reduced by the net credit balances within these
                categories);

            (c) such Account is not an extended terms account, payment plan, or
                single contract account which offers terms of more than 30 days
                from invoice date;

            (d) the payments due on 50% or more of all Accounts owing to
                Deutsche Grove by the applicable Account Debtor are less than 90
                days past the date of invoice;

            (e) the total Accounts owing to Deutsche Grove by the applicable
                Account Debtor constitute 10% or less of the aggregate Accounts
                owing to Deutsche Grove by all Account Debtors, or if the total
                Accounts of the applicable Account Debtor exceed 10% of the
                aggregate of all Accounts owing to Deutsche Grove by all Account
                Debtors, the Accounts of the applicable Account Debtor up to
                such 10% limit shall be deemed to constitute Deutsche Grove
                Eligible Accounts (subject to compliance with all other
                applicable standards of eligibility) and the Accounts of the
                applicable Account Debtor exceeding such 10% limit shall be
                included within Deutsche Grove Eligible Accounts (subject to
                compliance with all other applicable standards of eligibility)
                only if the Accounts exceeding such 10% limit are backed or
                secured by credit insurance or a guarantee issued by a bank
                reasonably satisfactory to the Administrative Agent in all
                respects and such credit insurance or such guarantee has been
                assigned to


<PAGE>
                                                                               4


                or issued in favor of, as the case may be, the Administrative
                Agent upon terms acceptable to the Administrative Agent in its
                discretion;

            (f) the Account (x) is free and clear of all security interests,
                liens, charges and encumbrances of any nature whatsoever (except
                for the Lien in favor of the Administrative Agent and any Lien
                under the Commerzbank Facility) and (y) has not been sold or
                factored to Commerzbank under the Commerzbank Facility;

            (g) the Account arose from a completed, outright and lawful sale of
                goods, to which title has passed to the applicable Account
                Debtor on an absolute sales basis, or from the rendering of
                services by or on behalf of Deutsche Grove;

            (h) the Account does not arise out of a bill and hold,
                sale-or-return, consignment, memo, progress billing,
                promotional, sample or trial basis, C.O.D. or cash in advance
                arrangement or is subject to any setoff, contra (any amount for
                which there is an offsetting liability from Deutsche Grove),
                offset, deduction, dispute, chargeback, credit, counterclaim,
                subject to retainage or holdbacks of any type or other defense
                arising out of the transactions represented by the Account or
                independently thereof;

            (i) the applicable Account Debtor is not any Governmental Authority,
                unless there has been compliance satisfactory to the
                Administrative Agent in all respects with the Assignment of
                Claims Act or similar foreign statutes;

            (j) the applicable Account Debtor is not an Affiliate of Deutsche
                Grove or any of its Subsidiaries or an employee, officer, sales
                representative, agent or shareholder thereof;

            (k) the Account Debtor must be located in the United States, France,
                Germany, Italy, Spain, Switzerland or the United Kingdom or in
                another foreign jurisdiction acceptable to the Administrative
                Agent, except for Accounts insured or backed by credit insurance
                or a letter of credit in form and substance acceptable to the
                Administrative Agent in all respects;

            (l) the Account complies with all material Requirements of Law
                (including without limitation, all usury laws, fair credit
                reporting and billing laws, fair debt collection practices and
                rules, and regulations relating to truth in lending and other
                similar matters);

            (m) the Account is in full force and effect and constitutes a legal,
                valid and binding obligation of the applicable Account Debtor
                enforceable in accordance with the terms thereof;

            (n) the Account is denominated in and provides for payment by the
                applicable Account Debtor in Dollars, Deutsche Marks, Euros,
                Pounds Sterling or other currency acceptable to the Agent;


<PAGE>
                                                                               5


            (o) the Account has not been and is not required to be charged or
                written off as uncollectible in accordance with GAAP;

            (p) the Account Debtor (i) is not a creditor of Deutsche Grove, (ii)
                has not asserted a right of setoff against Deutsche Grove or
                (iii) has not disputed its liability (whether by chargeback or
                otherwise) or made any claim with respect to the Account or any
                other Account of Deutsche Grove which has not been resolved, in
                each case without duplication, to the extent of the amount owed
                by the borrower to the Account Debtor, the amount of such actual
                or asserted right of setoff;

            (q) the Account Debtor is solvent and is not the subject of any
                bankruptcy case or insolvency proceeding of any kind;

            (r) a check, promissory note, draft, trade acceptance or other
                instrument for the payment of money has been received, presented
                for payment and returned uncollected for any reason.

            In determining the aggregate amount of Accounts from the same
      Account Debtor that are unpaid more than 90 days from the date of invoice
      or more than 60 days from the due date pursuant to clause (b) above, there
      shall be excluded the amount of any net credit balances relating to
      Accounts with invoice dates more than 90 days prior to the date of
      determination or more than 60 days from the due date.

            "DEUTSCHE GROVE ELIGIBLE FINISHED GOODS": on any date, the Inventory
      Value of Finished Goods of Deutsche Grove (subject to the same standards
      of eligibility as set forth in the definition of "Eligible Inventory"
      hereunder) on such date as determined by an analysis of production reports
      or physical inspection of work-in-process in accordance with the current
      and historical classification of finished goods excluding prototypes,
      demonstrators, used cranes and manlifts, and rental cranes and manlifts.

            "DEUTSCHE GROVE FINANCE COMPANY RECEIVABLES": 10% of the value of
      Accounts that are less than 90 days from invoice date and owed from
      customers that have refinanced their receivables with finance companies
      that Deutsche Grove has agreed to provide residual value guarantees in
      excess of 10%. The Administrative Agent may adjust this percentage based
      on a quarterly review of a supporting documents submitted in accordance
      with Section 6.12.

            "DILUTION FACTORS": with respect to any period, the aggregate amount
      of all gross deductions, credit memos, returns, adjustments, allowances,
      bad debt write-offs and other non-cash credits to Accounts of the Included
      Divisions (or, for purposes of calculating the applicable Dilution Reserve
      in the case of Deutsche Grove, Accounts of Deutsche Grove) arising from
      transactions conducted in the normal course of business.

            "DILUTION RATIO": at any date, the amount (expressed as a
      percentage) equal to (a) the aggregate amount of the applicable Dilution
      Factors for the 12 most recently ended fiscal months DIVIDED by (b) total
      gross sales of the Included Divisions or Deutsche Grove, as the case may
      be, for the 12 most recently ended fiscal months; provided that


<PAGE>
                                                                               6


      the Dilution Ratio for Deutsche Grove be fixed at the higher of 12.0% or
      the most recently calculated dilution ratio until such time as Deutsche
      Grove has provided six consecutive months of rollforward data as detailed
      at Exhibit M hereto that is acceptable to the Administrative Agent (at
      which time the Dilution Ratio shall be the amount most recently
      calculated).

            "DILUTION RESERVE": at any date the applicable Dilution Ratio
      multiplied by the Domestic Eligible Accounts (or, for purposes of
      calculating the applicable Dilution Reserve in the case of Deutsche Grove,
      the Deutsche Grove Eligible Accounts) on such date.

            "DOMESTIC ELIGIBLE ACCOUNTS": on any date of determination thereof,
      all Accounts of the Included Divisions on such date, that (i) have been
      invoiced and represent the bona fide sale of merchandise in the ordinary
      course of business in connection with its trade operations and (ii) are
      deemed by the Administrative Agent in good faith to be eligible for
      inclusion in the calculation of the Borrowing Base. Without limiting the
      foregoing, to qualify as a Domestic Eligible Account, an Account shall
      indicate the Included Division (whether by legal or trade name) as sole
      payee and as sole remittance party. In determining the amount to be so
      included, the face amount of Accounts shall be reduced, without
      duplication, by (a) the aggregate amount of all cash received in respect
      of the Accounts but not yet applied by the Included Divisions to reduce
      the amount of Accounts, (b) the amount of all actual returns, discounts,
      claims, credits, charges, price adjustments or other adjustments asserted
      or taken by Account Debtors of the Included Divisions (to the extent the
      same are included in Accounts), and (c) the aggregate amount of all other
      reserves, limits and deductions provided for in this definition and
      elsewhere in this Agreement.

            Standards of eligibility for Accounts may be fixed and revised from
      time to time solely by the Administrative Agent in the Administrative
      Agent's Permitted Discretion with ten days prior notice by the
      Administrative Agent to the Borrower.

            In general, without limiting the foregoing, a Domestic Eligible
      Account must comply with all of the following requirements (unless
      otherwise approved from time to time in writing by the Administrative
      Agent):

            (a) all payments due on the Account have been billed and invoiced in
                a timely fashion and in the normal course of business;

            (b) no payment on any invoice is outstanding on the Account for more
                than 90 days after the date of invoice or is more than 60 days
                past due (to be reduced by the net credit balances within these
                categories);

            (c) such Account is not an extended terms account which offers terms
                of more than 30 days from invoice date;

            (d) the payments due on 50% or more of all Accounts owing to the
                Included Divisions by the applicable Account Debtor are less
                than 90 days past the date of invoice;


<PAGE>
                                                                               7


            (e) the total Accounts owing to the Included Divisions by the
                applicable Account Debtor constitute 10% or less of the
                aggregate Accounts owing to the Included Divisions by all
                Account Debtors, or if the total Accounts of the applicable
                Account Debtor exceed 10% of the aggregate of all Accounts owing
                to the Included Divisions by all Account Debtors, the Accounts
                of the applicable Account Debtor up to such 10% limit shall be
                deemed to constitute Domestic Eligible Accounts (subject to
                compliance with all other applicable standards of eligibility)
                and the Accounts of the applicable Account Debtor exceeding such
                10% limit shall be included within Domestic Eligible Accounts
                (subject to compliance with all other applicable standards of
                eligibility) only if the Accounts exceeding such 10% limit are
                backed or secured by credit insurance or a guarantee issued by a
                bank reasonably satisfactory to the Administrative Agent in all
                respects and such credit insurance or such guarantee has been
                assigned to or issued in favor of, as the case may be, the
                Administrative Agent upon terms acceptable to the Administrative
                Agent in its discretion;

            (f) the Account is free and clear of all security interests, liens,
                charges and encumbrances of any nature whatsoever (except for
                the Lien in favor of the Administrative Agent);

            (g) the Account arose from a completed, outright and lawful sale of
                goods, to which title has passed to the applicable Account
                Debtor on an absolute sales basis, or from the rendering of
                services by or on behalf of any Included Division;

            (h) the Account constitutes an "account" within the meaning of the
                Uniform Commercial Code of the state in which such Included
                Division's principal offices are located;

            (i) the Account does not arise out of a Bill and Hold,
                sale-or-return, consignment, memo, progress billing,
                promotional, sample or trial basis, C.O.D. or cash in advance
                arrangement or is subject to any setoff, contra (any amount for
                which there is an offsetting liability from any Included
                Division), offset, deduction, dispute, chargeback, credit,
                counterclaim, subject to retainage or holdbacks of any type or
                other defense arising out of the transactions represented by the
                Account or independently thereof;

            (j) the applicable Account Debtor is not any authority of the United
                States of America, unless there has been compliance satisfactory
                to the Administrative Agent in all respects with the Assignment
                of Claims Act or similar state statutes;

            (k) the applicable Account Debtor is not an Affiliate of any
                Included Division or any of their Subsidiaries or an employee,
                officer, sales representative, agent or shareholder thereof;


<PAGE>
                                                                               8


            (l) the Account Debtor must be located in the United States, Canada
                or another foreign jurisdiction acceptable to the Administrative
                Agent (PROVIDED, that, in the case of such other foreign
                jurisdiction, only 50% of the Account is eligible for inclusion
                as a Domestic Eligible Account providing that all of the other
                conditions set forth in clauses (l) through (t) of this
                definition have been complied with), except for Accounts insured
                or backed by credit insurance or a letter of credit in form and
                substance acceptable to the Administrative Agent in all
                respects;

            (m) the Account complies with all material Requirements of Law
                (including without limitation, all usury laws, fair credit
                reporting and billing laws, fair debt collection practices and
                rules, and regulations relating to truth in lending and other
                similar matters);

            (n) the Account is in full force and effect and constitutes a legal,
                valid and binding obligation of the applicable Account Debtor
                enforceable in accordance with the terms thereof;

            (o) the Account is denominated in and provides for payment by the
                applicable Account Debtor in Dollars;

            (p) the Account has not been and is not required to be charged or
                written off as uncollectible in accordance with GAAP;

            (q) if the Account is owing by an Account Debtor for which the
                applicable Included Division must have filed a "Notice of
                Business Activities Report" or similar report in a state or
                states where failure to comply with such filing of notice
                precludes bringing suit against the applicable Account Debtor,
                the applicable Included Division must have filed such requisite
                activities report or other similar report and otherwise be in
                full compliance with such Requirement of Law;

            (r) the Account Debtor (i) is not a creditor of any Included
                Division, (ii) has not asserted a right of setoff against such
                Included Division or (iii) has disputed its liability (whether
                by chargeback or otherwise) or made any claim with respect to
                the Account or any other Account of any Included Division which
                has not been resolved, in each case without duplication, to the
                extent of the amount owed by the borrower to the Account Debtor,
                the amount of such actual or asserted right of setoff, or the
                amount to such dispute or claim as the case may be;

            (s) the Account Debtor is solvent and is not the subject of any
                bankruptcy case or insolvency proceeding of any kind;

            (t) a check, promissory note, draft, trade acceptance or other
                instrument for the payment of money has been received, presented
                for payment and returned uncollected for any reason.


<PAGE>
                                                                               9


      In determining the aggregate amount of Accounts from the same Account
      Debtor that are unpaid more than 90 days from the date of invoice or more
      than 60 days from the due date pursuant to clause (b) above, there shall
      be excluded the amount of any net credit balances relating to Accounts
      with invoice dates more than 90 days prior to the date of determination or
      more than 60 days from the due date.

            "DOMESTIC ELIGIBLE FINISHED GOODS": on any date, that part of
      Eligible Inventory consisting of Finished Goods of the Included Divisions
      on such date as determined by an analysis of production reports or
      physical inspection of work-in-process in accordance with the current and
      historical classification of finished goods excluding prototypes,
      demonstrators, used cranes and manlifts and rental cranes and manlifts.

            "ELIGIBLE INVENTORY": on any date, the Inventory Value of the
      Included Divisions and Deutsche Grove (but only (with respect to the
      Included Divisions) to the extent that such inventory is subject to a
      first priority perfected Lien in favor of the Administrative Agent for the
      ratable benefit of the Lenders) less, without duplication, Inventory
      Reserves.

            Standards of eligibility for inventory may be fixed and revised from
      time to time solely by the Administrative Agent in the Administrative
      Agent's Permitted Discretion with ten days prior notice by the
      Administrative Agent to the Borrower. In general, without limiting the
      foregoing, Inventory shall in no event be considered as Eligible Inventory
      without complying with the following requirements:

            (a) such inventory is in good condition, meets all standards imposed
                by any Governmental Authority having regulatory authority over
                it, is not repair or replacement parts for machinery and
                equipment, is not returned, defective or damaged or undergoing
                quality review, is not seconds or thirds or stale or obsolete or
                slow moving or unmerchantable, or does not otherwise conform to
                the representations and warranties contained in the Loan
                Documents; is not packaging or shipping supplies or materials
                and is currently usable in the manufacturing process or saleable
                in the normal course of business of any of the Included
                Divisions and Deutsche Grove;

            (b) such inventory is not in the possession of or control of any
                warehouseman, bailee, or any agent or processor for or customer
                of the Included Divisions, unless such warehouseman, bailee,
                agent, processor, or customer has subordinated any Lien it may
                claim therein pursuant to a written subordination agreement
                reasonably acceptable to Administrative Agent and Deutsche Grove
                (exclusive of up to $3,000,000 of Inventory in transit among any
                of the Included Divisions and/or Deutsche Grove);

            (c) such inventory must not be in transit and must be housed or
                stored in the United States at a location owned or leased by any
                of the Included Divisions and Deutsche Grove (exclusive of up to
                $3,000,000 of Inventory in transit among any of the Included
                Divisions and/or Deutsche Grove);


<PAGE>
                                                                              10


            (d) if such inventory is housed or stored at a location which is
                leased, and not owned by any of the Included Divisions and
                Deutsche Grove, the owner of such leased facility shall have
                subordinated or waived any Lien it may claim against such
                inventory, whether contractual or statutory, to the Lien which
                the Administrative Agent holds against such inventory for the
                ratable benefit of the Lenders pursuant to a written
                subordination or waiver agreement acceptable to the
                Administrative Agent in all respects;

            (e) such inventory must be adequately insured to the reasonable
                satisfaction of the Administrative Agent pursuant to insurance
                coverage fulfilling the requirements of Section 6.5 and of the
                Security Documents; and

            (f) the Administrative Agent has not deemed such inventory
                ineligible because the Administrative Agent reasonably considers
                the value thereof to be impaired or its ability to realize such
                value to be insecure.

            "ELIGIBLE RAW MATERIALS": on any date, that part of Eligible
      Inventory consisting of Raw Materials of the Included Divisions on such
      date as shown on the Included Divisions' perpetual inventory records in
      accordance with their current and historical classification of raw
      materials excluding return to vendor or defective items, offsite
      inventory, paints, miscellaneous packaging and supplies, chemicals
      including but not limited to oil and anti-freeze, decal kits, materials
      issued for research and development, items under quality review and
      prototypes.

            "ELIGIBLE SERVICE PARTS": on any date, the Inventory Value of
      Service Parts of the Included Divisions (subject to the same standards of
      eligibility as set forth in the definition of "Eligible Inventory"
      hereunder) on such date as shown on the Included Divisions' perpetual
      inventory records in accordance with their current and historical
      classification of service parts.

            "ELIGIBLE WORK-IN-PROCESS": on any date, that part of Eligible
      Inventory consisting of Work-In-Process of the Included Divisions (subject
      to the same standards of eligibility as set forth in the definition of
      "Eligible Inventory" hereunder) on such date that constitutes
      work-in-process as shown on the Included Divisions' perpetual inventory
      records or equivalent reporting in accordance with their current and
      historical classification of work-in-process excluding prototypes.

            "FINISHED GOODS": goods to be sold by the Included Divisions or
      Deutsche Grove in the normal course of business.

            "FIRST AMENDMENT": the First Amendment, dated as of October 22,
      1999, to the Agreement.

            "GROVE US CRANE": a division of Grove U.S. LLC in accordance with
      the Borrower's current and historical classification

            "GROVE US MANLIFT": a division of Grove U.S. LLC in accordance with
      the Borrower's current and historical classification.


<PAGE>
                                                                              11


            "GROVE US SERVICE PARTS": a reporting division of Grove US Crane
      that provides aftermarket services to Grove US Crane and Grove US Manlift
      customers.

            "INACTIVE, EXCESS AND OBSOLETE INVENTORY RESERVE": the reserve
      calculated by the Included Divisions or Deutsche Grove for such Inventory
      in accordance with their current and historical accounting practices,
      PROVIDED, that for Grove US Crane the reserve is equal to 100% of the
      Inventory Value of items that are no longer in use or for which there are
      excess quantities on hand.

            "INCLUDED DIVISIONS": Grove US Crane, Grove US Manlift, Grove US
      Service Parts and National Crane.

            "INVENTORY": all Raw Materials, Work-in-Process, and Finished Goods
      owned by the Included Divisions in the normal course of business.

            "INVENTORY RESERVES": with respect to Inventory of the Included
      Divisions at any date, the amount equal to the sum of, without
      duplication, (i) the amount by which the value of the perpetual Inventory
      or other similar reporting on such date exceeds the value of the Inventory
      on the general ledger on such date, (ii) any profits or transfer price
      additions accrued in connection with transfer of such Inventory among the
      Included Divisions or among the Subsidiaries of the Borrower, (iii) any
      cumulative gross favorable variance capitalized to Inventory based on
      inventory turnover (production material, production manufacturing,
      purchase price variance, or other variance categories) that result when
      standard costs are greater than actual costs, (iv) the amount of any
      Inactive, Excess and Obsolete Inventory Reserve, (v) the amount of any
      reserve maintained for shrinkage and markdowns in accordance with their
      respective historical accounting practices and (vi) the amount of any
      accrued actual costs and expenses (such as freight duty and insurance)
      required to be paid by the Included Divisions in order to take possession
      at a facility of the company and the Included Divisions of any Inventory
      which is then in transit and which is included in the Borrowing Base.

            "INVENTORY VALUE": a dollar amount equal to the lesser of (i) the
      standard cost of Inventory determined on a basis consistent with GAAP and
      with the Included Divisions' current and historical accounting practice or
      (ii) the market value of such Inventory; PROVIDED, HOWEVER that (a) in the
      event variances under the standard cost method are capitalized, favorable
      variances shall be deducted from Eligible Inventory Value and unfavorable
      variances shall not be added to Eligible Inventory Value, and (b) in the
      event variances under the standard cost method are expensed, a reserve
      shall be determined as appropriate in order to adjust the standard cost of
      Eligible Inventory Value to approximate actual cost.

            "NATIONAL CRANE": National Crane Corporation.

            "PERMITTED DISCRETION": the Administrative Agent's reasonable
      judgment exercised in good faith and based upon its standard practice.

            "RAW MATERIALS": materials used or consumed in the manufacture of
      goods to be sold by the Included Divisions in the normal course of
      business.


<PAGE>
                                                                              12


            "RESERVE FOR LEASEHOLD OBLIGATIONS": means an amount equal to three
      times Deutsche Grove's monthly rent expense (as recorded on the Borrower's
      financial statements for "leasehold inventory expense") for the most
      recently ended fiscal month for which a Borrowing Base Certificate has
      been delivered, in respect of all leased warehouse properties where
      Eligible Inventory is stored.

            "SECOND AMENDMENT": the Second Amendment and Waiver, dated as of
      October 20, 2000, to this Agreement.

            "SECOND AMENDMENT EFFECTIVE DATE": October 20, 2000.

            "SERVICE PARTS": goods used in the servicing of cranes or manlifts
      manufactured by an Included Division.

            "WORK-IN-PROCESS": materials currently under manufacture by an
      Included Division and to be sold in the normal course of business.

            (b) by deleting therefrom the definition of the following defined
      term and substituting in lieu thereof the following definition:

      "CONSOLIDATED EBITDA": for any period, Consolidated Net Income for such
      period PLUS, without duplication and to the extent reflected as a charge
      in the statement of such Consolidated Net Income for such period, the sum
      of (a) income tax expense and distributions to the direct and indirect
      members of Holdings in lieu of taxes, (b) Consolidated Interest Expense,
      non-cash interest expense not included in Consolidated Interest Expense,
      amortization or writeoff of debt discount and debt issuance costs and
      commissions, discounts and other fees and charges associated with
      Indebtedness (including the Loans), (c) depreciation and amortization
      expense and other non-cash charges, (d) amortization or write-off of
      intangibles (including goodwill) and organization costs, (e) the aggregate
      amount of up-front or one-time fees or expenses payable in respect of
      Interest Rate Protection Agreements during such period (to the extent
      deducted in determining Consolidated Net Income for such period), PLUS (f)
      for the periods of four consecutive fiscal quarters of the Company ended
      June 30, 2001, September 30, 2001 and December 31, 2001 (and for the
      purposes of Section 7.1(d) only, the periods set forth in Section 7.1(d)),
      direct and indirect costs of restructuring as reasonably estimated by the
      Company and reported to the Administrative Agent not to exceed $2,500,000
      in an aggregate amount after September 1, 2000, PROVIDED, that such costs
      are incurred during or prior to the fiscal quarter ended March 31, 2001,
      PLUS (g) the amount of unrealized foreign exchange losses (net of any
      gains) (or MINUS the amount of unrealized foreign exchange gains (net of
      any losses)) MINUS, without duplication and to the extent included in the
      statement of such Consolidated Net Income for such period, the sum of (a)
      other non-cash income and (b) gains relating to a Disposition of Property
      described in Section 7.5(h) not to exceed $4,100,000.";

            (c) by amending the definition of "ASSET SALE" therein by adding
      after the words "clause (g)" in the parentheses in such definition the
      words "and (h)";


<PAGE>
                                                                              13


            (d) by amending the definition of "FOREIGN PLEDGE AGREEMENTS"
      therein by deleting the references to "65%" therefrom and substituting in
      lieu thereof the percentage "100%";

            (e) by amending the definition of "CONSOLIDATED FIXED CHARGE
      COVERAGE RATIO" therein by adding immediately prior to the period at the
      end of such definition the following:

      (excluding, to the extent reflected therein, the amendment fee required
      pursuant to the terms of Section 17(a)(ii) of the Second Amendment)

            (f) by amending the definition of "PERMITTED ACQUISITION" therein by
      deleting the reference to "Amendment Effective Date" therefrom and
      substituting in lieu thereof the words "Second Amendment Effective Date".

            3. AMENDMENTS TO SECTION 2 OF THE CREDIT AGREEMENT. (a) Subsection
      2.4 of the Credit Agreement is hereby amended (1) by adding immediately
      prior to the period at the end of the first sentence of paragraph (a)
      thereof, the following:

      PROVIDED, FURTHER, that, no Lender shall be required to make any Revolving
      Credit Loan if, after giving effect to the making of such Revolving Credit
      Loan, the Total Revolving Extensions of Credit at such time would exceed
      the Borrowing Base at such time.

      and (2) by adding thereto the following paragraph:

            (d) The Borrowers hereby agree that the aggregate amount of the
            Revolving Extensions of Credit shall not exceed (i) an average of
            $40,000,000 for at least 14 consecutive days up to and including
            April 16, 2001 and (ii) $35,000,000 for at least six consecutive
            days up to and including April 23, 2001.

            (b) Subsection 2.6 of the Credit Agreement is hereby amended (1) by
      deleting the word "and" at the end of clause (i) of the proviso in
      paragraph (a) thereof and substituting in lieu thereof a comma and (2) by
      adding immediately prior to the period at the end of clause (ii) of the
      proviso in paragraph (a) thereof, the following:

      and (iii) the Borrower shall not request, and the Swing Line Lender shall
      not make, any Swing Line Loan to the extent that, after giving effect
      thereto, the Total Revolving Extensions of Credit at such time would
      exceed the Borrowing Base at such time.

            (c) Subsection 2.9 of the Credit Agreement is hereby amended by
      adding thereto the following paragraph:

            (c) The Borrowers jointly and severally agree to pay to the
            Administrative Agent for the account of each Lender, an exit fee
            equal to 1.25% of the Commitment of such Lender on the Second
            Amendment Effective Date, and payable on the date on which all Loans
            shall have been paid in full and the Commitments terminated,
            PROVIDED, HOWEVER, that no such fee shall be payable if such date
            occurs on or before September 30, 2001.


<PAGE>
                                                                              14


            (d) Subsection 2.10 of the Credit Agreement is hereby amended by
      deleting the reference to "$1,000,000" therefrom and substituting in lieu
      thereof the amount "$250,000".

            (e) Subsection 2.12 of the Credit Agreement is hereby amended (1) by
      deleting the reference to "50%" from paragraph (a) thereof the
      substituting in lieu thereof the percentage "75%", (2) by deleting the
      word "and" at the end of clause (ii) of paragraph (c) thereof and
      substituting in lieu thereof a comma, (3) by adding immediately prior to
      the period at the end of paragraph (c) thereof, the following:

            and (iv) 100% of the Net Cash Proceeds from any Disposition of
            Property described in Section 7.5(h) shall be applied upon receipt
            as a prepayment in accordance with Section 2.12(f) without giving
            effect to any Reinvestment Notice or Reinvestment Event,

      (4) by deleting the reference to the words "PRO RATA" from paragraph (f)
      thereof, (5) by inserting immediately after the words "Term Loans" in the
      first sentence of paragraph (f) thereof, the words "in inverse order of
      maturity," and (6) by inserting immediately at the end of paragraph (f)
      thereof the following:

            Notwithstanding any other provision of this Credit Agreement, in the
            event that on or prior to March 31, 2001, an Asset Sale of any
            assets set forth on Schedule 2.12 hereto (collectively, the
            "Scheduled Assets")(each such sale collectively referred to herein
            as a "Scheduled Asset Sale") occurs, (a) the first $6,250,000 of
            such Net Cash Proceeds of such Scheduled Asset Sale shall be paid to
            the Administrative Agent to be held in an account (the "Retained
            Proceeds Account") for the benefit of the Revolving Credit Lenders,
            to which the Borrowers and their Subsidiaries shall have no right,
            title and interest, the proceeds of which shall be applied on March
            31, 2001, first, to prepay the Revolving Credit Loans to reduce the
            aggregate outstanding Revolving Extensions of Credit to $60,000,000
            and, second, to the extent that any amount remains in such account
            after reducing the Revolving Extensions of Credit to $60,000,000, to
            prepay the Term Loans in the inverse order of maturity and (b) the
            balance of such Net Cash Proceeds of such Scheduled Asset Sale above
            $6,250,000 shall be applied to prepay the Term Loans in inverse
            order of maturity on the date of the receipt of such Net Cash
            Proceeds by the Borrowers or their Subsidiaries.

      ; PROVIDED, that the amendments set forth in clauses (1), (4), (5) and (6)
      of this paragraph (e) shall only take effect upon the receipt by the
      Administrative Agent of counterparts of this Amendment duly executed and
      delivered by the Required Prepayment Lenders; PROVIDED, FURTHER, that the
      failure to satisfy this condition shall not prejudice the effectiveness of
      the other provisions of this Amendment, if otherwise effective hereunder.

            (f) Subsection 2.15 of the Credit Agreement is hereby amended by
      inserting at the end of paragraph (d) immediately before the period
      therein the following: "and provided further that interest shall be
      payable in arrears on the last day of each month


<PAGE>
                                                                              15


      commencing April 30, 2001 (PROVIDED, HOWEVER, that with respect to
      Eurodollar Loans, interest payments will be made 30 days after the first
      day of the applicable Interest Period and on the last day of such Interest
      Period).

            (g) Section 2 of the Credit Agreement is hereby amended by adding
      thereto the following subsection:

            2.27 SPECIAL CHASE REVOLVING CREDIT LOANS. (a) Notwithstanding any
            provision hereof to the contrary, if at any time after the Second
            Amendment Effective Date, the Borrowers request any Revolving Credit
            Loan or Letter of Credit after giving effect to which the Total
            Revolving Extensions of Credit exceed $64,000,000, Chase shall make
            a Revolving Credit Loan for its own account (a "Special Chase
            Revolving Credit Loan") in the amount equal to the difference
            between (a) the Total Revolving Extensions of Credit to be
            outstanding after such Revolving Credit Loan or Letter of Credit is
            made or issued and (b) the greater of $64,000,000 and the Total
            Revolving Extensions of Credit outstanding immediately prior
            thereto. Such Special Chase Revolving Credit Loan shall be used to
            fund the requested Revolving Credit Loan to the extent of the amount
            of such Special Chase Revolving Credit Loan if a Revolving Credit
            Loan has been requested or shall be used to prepay ratably the other
            outstanding Revolving Credit Loans (including the other outstanding
            Revolving Credit Loans of Chase) if a Letter of Credit has been
            requested.

            (b) So long as no Event of Default has occurred and is continuing,
            any prepayment of the Revolving Credit Loans shall be applied,
            first, to any outstanding Special Chase Revolving Credit Loan
            (except that any prepayment upon a Scheduled Asset Sale or with
            proceeds therefrom (including with any proceeds held in the Retained
            Proceeds Account) shall be applied ratably to the Special Chase
            Revolving Credit Loans and to that portion of other Revolving Credit
            Loans which is equal to the difference between the Total Revolving
            Extensions of Credit (less the Special Chase Revolving Credit Loans
            outstanding at such time) and $60,000,000), and any reduction in the
            aggregate outstanding L/C Obligations when any Special Chase
            Revolving Credit Loan is outstanding shall be accompanied by a
            borrowing of Revolving Credit Loans in an amount equal to the lesser
            of (x) such reduction in the aggregate outstanding L/C Obligations
            and (y) the outstanding Special Chase Revolving Credit Loans, with
            such Revolving Credit Loans to be applied to prepay the Special
            Chase Revolving Credit Loans.

            (c) No Special Chase Revolving Credit Loans shall be made after
            March 31, 2001 or, if earlier, any date on which the Revolving
            Credit Commitments are reduced to $64,000,000 or less. After the
            Second Amendment Effective Date, no Swing Line Loans shall be made
            if the effect thereof would be to increase the Total Revolving
            Extensions of Credit to an amount in excess of $64,000,000. The
            provisions of this Section 2.27 shall not become effective (and
            after the Second Amendment Effective Date, no Revolving Credit Loans
            or Letters of Credit shall be made or issued which would increase
            the Total Revolving Extensions of Credit


<PAGE>
                                                                              16



            to an amount in excess of $64,000,000) until Chase has notified the
            Borrowers and the Lenders of the effectiveness of this Section.

      ;PROVIDED, that, the amendments set forth in this Section 4(g) shall only
      take effect upon the receipt by the Administrative Agent of counterparts
      of this Amendment duly executed and delivered by the Required Prepayment
      Lenders; PROVIDED, FURTHER, that the failure to satisfy this condition
      shall not prejudice the effectiveness of the other provisions of this
      Amendment, if otherwise effective hereunder.

            4. AMENDMENT TO SECTION 3 OF THE CREDIT AGREEMENT. Subsection 3.1 of
      the Credit Agreement is hereby amended (1) by deleting the word "or" at
      the end of clause (i) of the proviso in the first sentence of paragraph
      (a) thereof and substituting in lieu thereof a comma and (2) by adding
      immediately prior to the period at the end of clause (ii) of the proviso
      in the first sentence of paragraph (a) thereof, the following:

      and (iii) the Total Revolving Extensions of Credit at such time would
      exceed the Borrowing Base at such time.

            5. AMENDMENT TO SECTION 4 OF THE CREDIT AGREEMENT. Subsection 4.16
      of the Credit Agreement is hereby amended by deleting the proviso at the
      end of clause (c) thereof in its entirety.

            6. AMENDMENT TO SECTION 5 OF THE CREDIT AGREEMENT. Subsection 5.2 of
      the Credit Agreement is hereby amended, by adding thereto the following
      subsection:

            (c) BORROWING BASE. After giving effect to the Revolving Extensions
            of Credit requested to be made on any such date and the use of
            proceeds thereof, the aggregate amount of the outstanding Revolving
            Extensions of Credit at such time shall not exceed the Borrowing
            Base at such time.

            7. AMENDMENTS TO SECTION 6 OF THE CREDIT AGREEMENT. (a) Subsection
      6.1 of the Credit Agreement is hereby amended by deleting the reference to
      "50 days" from paragraph (c) thereof and substituting in lieu thereof the
      words "30 days".

            (b) Subsection 6.2 of the Credit Agreement is hereby amended (1) by
      adding immediately prior to the semi-colon at the end of paragraph (b)
      thereof, the following:

      , PROVIDED, that, in addition to the delivery of the foregoing, a
      Compliance Certificate for the fiscal quarter ended March 31, 2001 and
      containing the most current financial information available at that time
      for such period, shall be furnished to the Administrative Agent and each
      Lender (through the Administrative Agent) no later than April 20, 2001

(2) by deleting the word "and" at the end of paragraph (f) thereof, (3) by
inserting immediately after paragraph (f) thereof the following new paragraphs
(g) and (h):

            (g) weekly, the cash flow projections of the Company for
            each of the following 13 weeks;


<PAGE>
                                                                              17


            (h) on or before February 28, 2001, a three-year business plan that
            includes, among other things, the Company's analysis of strategic
            alternatives and plans for recapitalization, refinancing and
            repayment of its outstanding Indebtedness; and

and (4) by relettering the existing paragraph (g) thereof as paragraph (i).

            (c) Subsection 6.10 of the Credit Agreement is hereby amended by
      deleting the reference to "65%" in paragraph (c) thereof and substituting
      in lieu thereof the percentage "100%";

            (d) Section 6 of the Credit Agreement is hereby amended by adding
thereto the following subsection:

            6.12 BORROWING BASE CERTIFICATE; COLLATERAL REVIEW RIGHTS;
            ADDITIONAL RESERVES. (a) Furnish to the Administrative Agent, as
            soon as available and in any event within twenty (20) days after the
            end of each fiscal month beginning with the month ending September
            30, 2000 (or within twenty five (25) days after the end of each
            fiscal month occurring on or prior to November 30, 2000), (i) a
            Borrowing Base Certificate, signed by a Responsible Officer of the
            Company and showing the Borrowing Base as of the close of business
            on the last day of such fiscal month, and (ii) if requested by the
            Administrative Agent at any other time when the Administrative Agent
            reasonably believes that the then existing Borrowing Base
            Certificate is materially inaccurate, as soon as reasonably
            available but it in no event later than five (5) Business Days after
            such request, a Borrowing Base Certificate showing the Borrowing
            Base as of the date so requested, in each case with supporting
            documentation (including, without limitation, the documentation
            described on Schedule 1 to Exhibit M), and (iii) such other
            supporting documentation and additional reports with respect to the
            Borrowing Base as the Administrative Agent shall reasonably request.

                  (b) At any time upon the request of the Administrative Agent
            or the Required Lenders through the Administrative Agent, permit the
            Administrative Agent or professionals (including consultants,
            accountants and appraisers) retained by the Administrative Agent or
            its professionals to conduct evaluations and appraisals of (i) the
            Company's practices in the computation of the Borrowing Base and
            (ii) the assets included in the Borrowing Base, and pay the
            reasonable fees (including reasonable and customary internally
            allocated fees of employees of the Administrative Agent) and
            expenses of any such representatives retained by the Administrative
            Agent to conduct any such evaluation or appraisal (including,
            without limitation, the reasonable and customary fees and expenses
            associated with the Administrative Agent's Collateral Agent Services
            Group). In connection with any collateral monitoring or review and
            appraisal relating to the computation of the Borrowing Base, the
            Company shall make such adjustments to the Borrowing Base as the
            Administrative Agent shall require based upon the terms of this
            Agreement and results of such collateral monitoring, review or
            appraisal.


<PAGE>
                                                                              19


                  (c) In the event that historical accounting practices, systems
            or reserves relating to the components of the Borrowing Base are
            modified in a manner that is adverse to the Lenders in any material
            respect, the Company will agree to maintain such additional reserves
            (for purposes of computing the Borrowing Base) in respect to the
            components of the Borrowing Base and make such other adjustments to
            its parameters for including the components of the Borrowing Base as
            the Administrative Agent shall require based upon such
            modifications.

            8. AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT. (a) Subsection
      7.1 of the Credit Agreement is hereby amended by deleting the table in
      paragraph (a) thereof and substituting in lieu thereof the following
      table:

<TABLE>
<CAPTION>
            Period                              Senior Leverage Ratio
            ------                              ---------------------
<S>                                                 <C>
            Closing Date to 12/31/1999              0.50 to 1.0
            3/31/2000 to 6/30/2000                  0.45 to 1.0
            9/30/2000 to 12/31/2001                 0.65 to 1.0
            3/31/2002 to 12/31/2002                 0.50 to 1.0
            3/31/2003 to 12/31/2003                 0.40 to 1.0
            3/31/2004 and thereafter                0.35 to 1.0
</TABLE>

            (b) Subsection 7.1 of the Credit Agreement is hereby further
      amended, by adding thereto the following paragraphs:

            (d) MINIMUM ADJUSTED CONSOLIDATED EBITDA. Permit the Consolidated
            EBITDA of the Company for the periods set forth below as at the last
            day of each such period to be less than the amount set forth below
            opposite such period:

<TABLE>
<CAPTION>
                  Period                                  Amount
                  ------                                  ------
<S>                                                   <C>
                  6/30/2000 to 9/30/2000              $(33,000,000)
                  6/30/2000 to 12/31/2000             $(29,000,000)
                  6/30/2000 to 3/31/2001              $(11,500,000)
                  6/30/2000 to 6/30/2001                $9,000,000
                  6/30/2000 to 9/30/2001               $25,000,000
                  6/30/2000 to 12/31/2001              $29,000,000
</TABLE>

            , PROVIDED, HOWEVER, the Borrowers and their respective Subsidiaries
            shall not permit the Consolidated EBITDA of the Company for the
            period commencing September 30, 2000 and ending March 31, 2001 to be
            less than $20,000,000 as at the last day of such period and;
            PROVIDED, FURTHER, that in calculating consolidated EBITDA for
            purposes of the preceding proviso, the reserves and charges referred
            to in clauses (i) through (iv) of Section 15 of the Second Amendment
            shall be added back to Consolidated EBITDA to the extent incurred by
            the Borrowers or their respective Subsidiaries during the period
            commencing September 30, 2000 and ending March 31, 2001.


<PAGE>
                                                                              19


            (e) LIMIT ON CAPITAL EXPENDITURES. Permit Capital Expenditures for
the four consecutive fiscal quarters of the Company ended September 30, 2001 to
exceed $14,000,000.

            (c) Subsection 7.4 of the Credit Agreement is hereby amended (1) by
      deleting the word "and" at the end of paragraph (e) thereof and (2) by
      adding immediately prior to the period at the end of paragraph (f)
      thereof, the following language:

      and (g) any Disposition of Property permitted pursuant to the terms of
      Section 7.5(h)

            (d) Subsection 7.5 of the Credit Agreement is hereby amended by
      adding immediately prior to the word "and" at the end of paragraph (g)
      thereof, the following language:

            (h) any Disposition (other than to the Company or its Subsidiaries)
            of Property constituting the sale of the Scheduled Assets of the
            Borrowers substantially consistent with that previously disclosed to
            the Administrative Agent, so long as it occurs prior to
            March 31, 2001;

            (e) Subsection 7.8 of the Credit Agreement is hereby amended (1) by
      deleting the reference to "$20,000,000" from paragraph (k) thereof and
      substituting in lieu thereof the amount "$10,000,000", (2) by deleting the
      word "and" at the end of paragraph (n) thereof and (3) by adding
      immediately prior to the period at the end of paragraph (o) thereof, the
      following language:

      and (p) the Company may purchase all of the capital stock of Grove France
      SAS from Grove Holdings France SAS for fair-market value (as determined by
      the management committee of the Company), so long as such purchase occurs
      prior to March 31, 2001

            (f) Subsection 7.9 of the Credit Agreement is hereby amended by
      adding immediately prior to the comma at the end of paragraph (a) thereof,
      the following language:

      (provided that Grove Holdings France SAS and its Subsidiaries may repay
      intercompany loans made by the Company (or any of its Domestic
      Subsidiaries) to Grove Holdings France SAS and/or any of its Subsidiaries
      in connection with the sale of Grove Holdings France SAS, so long as such
      repayment occurs prior to March 31, 2001)

            (g) Section 7 of the Credit Agreement is hereby amended by adding
      thereto the following subsection:

            7.18 LIMITATIONS ON DEPOSITS OF CASH BALANCES. Maintain Cash
            Equivalents or bank deposits other than with a Lender, except for
            (i) Cash Equivalents or bank deposits of the Borrower and its
            Domestic Subsidiaries up to an aggregate amount of $3,000,000 and
            (ii) Cash Equivalents or bank deposits of Foreign Subsidiaries.

            9. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. Section 8 of the
      Credit Agreement is hereby amended (1) by inserting the number "(i)"
      immediately prior to the


<PAGE>
                                                                              20


      text at the beginning of paragraph (c) thereof and (2) by inserting
      immediately prior to the semi-colon at the end of paragraph (c) thereof,
      the following language:

      or (ii) the Borrower shall fail to deliver a Borrowing Base Certificate
      pursuant to Section 6.12(a) within 10 days after such Borrowing Base
      Certificate was due pursuant to such Section 6.12(a)

            10. AMENDMENT TO ANNEX A OF THE CREDIT AGREEMENT. Annex A of the
      Credit Agreement is hereby amended by deleting the Pricing Grid therein
      and substituting in lieu thereof the Pricing Grid attached hereto as
      Annex A.

            11. AMENDMENT TO SCHEDULE 1.1A TO THE CREDIT AGREEMENT. Schedule
      1.1A to the Credit Agreement is hereby amended by deleting the Revolving
      Credit Commitments therein and substituting in lieu thereof the Revolving
      Credit Commitments attached hereto as Annex B.

            12. ADDITION OF SCHEDULE 2.12 TO THE CREDIT AGREEMENT. A new
      Schedule 2.12 to the Credit Agreement in the form of Annex C hereto shall
      be added to the Credit Agreement.

            13. WAIVER OF SECTION 7.1(b) OF THE CREDIT AGREEMENT. The
      Administrative Agent and the Lenders hereby agree to waive, for a period
      commencing as of September 30, 2000 and continuing up to and including
      December 31, 2001, the Company's compliance with the requirements of the
      Consolidated Fixed Charge Coverage Ratio of Section 7.1(b) of the Credit
      Agreement and any breach resulting from any failure to comply with such
      requirements.

            14. NOTICE OF REDUCTION IN REVOLVING CREDIT COMMITMENTS. The
      Borrowers hereby give notice pursuant to the terms of Section 2.10 of the
      Credit Agreement (i) of a reduction in the amount of the Revolving Credit
      Commitments from $125,000,000 to $66,250,000 (it being understood that the
      Revolving Credit Commitments after giving effect to such reduction shall
      be as set forth in Annex B to this Amendment), such notice to take effect
      on the Second Amendment Effective Date, (ii) of a reduction in the amount
      of the Revolving Credit Commitments from $66,250,000 to $60,000,000, such
      notice to take effect on March 31, 2001.

            15. CALCULATION OF EBITDA. The Administrative Agent and the Lenders
      hereby acknowledge and consent that the Company has established or taken
      or may establish or take reserves or charges that will affect Consolidated
      Net Income for the fiscal quarters of the Company ended September 30,
      2000, December 31, 2000 and March 31, 2001, for the following items: (i)
      writedown of inventory not to exceed $23,000,000, (ii) severance charges
      not to exceed $10,000,000, (iii) pension expense not to exceed $5,000,000
      and (iv) writedown of Accounts not to exceed $5,500,000, PROVIDED, that,
      to the extent that reserves surrounding inventory or Accounts exceed the
      actual losses realized with respect thereto, any gains from such
      over-reserved position shall not be utilized by the Company in its
      calculation of Consolidated EBITDA for the purposes of Section 7 of the
      Credit Agreement.


<PAGE>
                                                                              21


            16. LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Borrowers hereby
      jointly and severally agree that each of the Company and Grove Capital
      shall not, and shall not permit any of its respective Subsidiaries to,
      directly or indirectly, make any payment to any Affiliate of any thereof
      (other than the Company) for any management, advisory or similar services.
      This provision does not prohibit any intercompany payment for any
      management, advisory or similar services nor any equity compensation to
      members of the Company's management committee.

            17. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
      effective on the Second Amendment Effective Date upon satisfaction of each
      of the following conditions:

      (a)  the Administrative Agent shall have received:

            (i) counterparts of this Amendment duly executed and delivered by
            the Borrowers and the Required Lenders together with a Consent to
            this Amendment duly executed and delivered by the Loan Parties;

            (ii) an amendment fee for the account of each Lender executing this
            Amendment and delivering its executed signature page to the
            Administrative Agent prior to 5:00 p.m., New York City Time, on
            October 24, 2000 in the amount equal to 0.5% of the sum of such
            Lender's aggregate outstanding extensions of credit and its
            unutilized Commitments (as reduced in accordance with the terms of
            this Amendment) as of such date; PROVIDED, HOWEVER, that in the
            event that holders of at least 75% of the sum of (i) the aggregate
            unpaid principal amount of the Term Loans and (ii) the Total
            Revolving Credit Commitments shall have executed and delivered this
            Amendment by such time, then such fee shall be payable to each
            Lender.

            (iii) certificates representing 100% of the shares of Capital Stock
            of each First-Tier Foreign Subsidiary (to the extent not previously
            provided), together with an undated stock power for such certificate
            executed in blank by a duly authorized officer of the pledgor
            thereof; and

            (iv) a Borrowing Base Certificate signed by a Responsible Officer of
            the Company and showing the Borrowing Base as of the close of
            business on July 1, 2000;

      (b) the Borrowers shall have executed and delivered to the Administrative
      Agent such amendments to the Guarantee and Collateral Agreement as the
      Administrative Agent deems necessary or advisable in order to grant to the
      Administrative Agent for the benefit of the Lenders a perfected first
      priority security interest in 100% of the Capital Stock of each First-Tier
      Foreign Subsidiary as provided for by the terms of this Amendment; and

      (c) the Company shall have entered into agreement in form and substance
      mutually satisfactory to the Administrative Agent and the Company relating
      to the retention of Policano & Manzo as ongoing financial advisor for the
      Lenders.


<PAGE>
                                                                              22


      The Administrative Agent shall give prompt notice to the Borrowers of the
      satisfaction of the conditions set forth in paragraphs (a) through (c)
      above.

            18. REPRESENTATION AND WARRANTIES. To induce the Agents and the
      Lenders parties hereto to enter into this Amendment, each Borrower hereby
      represents and warrants to the Agents and all of the Lenders as of the
      Second Amendment Effective Date that: (i) the unaudited consolidated
      balance sheet of the Company and its consolidated Subsidiaries as at June
      30, 2000 and the related unaudited consolidated statements of income and
      of cash flows for the nine-month period ended on such date, certified by a
      Responsible Officer, copies of which have heretofore been furnished to
      each Lender, are complete and correct and present fairly the consolidated
      financial condition of the Company and its consolidated Subsidiaries as at
      such date, and the consolidated results of their operations and their
      consolidated cash flows for the nine-month period then ended (subject to
      normal year-end audit adjustments) and (ii) none of the Borrowers, nor any
      of their Subsidiaries are currently making any payment to any Affiliate of
      any thereof (other than the Company) for any management, advisory or
      similar services, except for intercompany payments for such services and
      equity compensation to members of the Company's management committee.

            19. GENERAL. (a) PAYMENT OF EXPENSES. The Borrowers jointly and
      severally agree to pay or reimburse the Administrative Agent for all of
      its out-of-pocket costs and reasonable expenses incurred in connection
      with this Amendment, any other documents prepared in connection herewith
      and the transactions contemplated hereby, including, without limitation,
      the reasonable fees and disbursements of (x) counsel to the Administrative
      Agent and (y) counsel to the Lenders.

            (b) NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended,
      modified and supplemented hereby, the provisions of the Credit Agreement
      and the Notes are and shall remain in full force and effect.

            (c) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
      THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            (d) COUNTERPARTS. This Amendment may be executed by one or more of
      the parties to this Amendment on any number of separate counterparts, and
      all of said counterparts taken together shall be deemed to constitute one
      and the same instrument. A set of the copies of this Amendment signed by
      all the parties shall be lodged with each Borrower and the Administrative
      Agent.

            (e) SUCCESSORS. The execution and delivery of this Amendment by any
      Lender shall be binding upon each of its successors and assigns (including
      Transferees of its commitments and Loans in whole or in part prior to
      effectiveness hereof) and binding in respect of all of its Revolving
      Credit Commitment and Loans.




<PAGE>
                                                                              23









            [This page has been intentionally left blank.]




<PAGE>




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

                                    GROVE WORLDWIDE LLC


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Senior Vice President and
                                                Chief Financial Officer


                                    GROVE CAPITAL, INC.


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Vice President and
                                                Chief Financial Officer


                                    THE CHASE MANHATTAN BANK,
                                    as Administrative Agent, Swing Line Lender,
                                    Issuing Lender and a Lender


                                    By:   /s/ B. B. Wuthrich
                                        ----------------------------------
                                        Name:   B. B. Wuthrich
                                        Title:  Vice President


                                    ARCHIMEDES FUNDING, L.L.C.


                                    By: /s/ Kurt Wegleitner
                                        ----------------------------------
                                        Name:   Kurt Wegleitner
                                        Title:  Senior Vice President


                                    BALANCED HIGH-YIELD FUND I LTD.
                                    BY: BHF (USA) CAPITAL CORPORATION,
                                    acting as Attorney-in-Fact

                                    By:   /s/ Dana L. Mcdougall
                                        ----------------------------------
                                        Name:   Dana L. McDougall
                                        Title:  Vice President

                                    By:   /s/ Aurelio Almonte
                                        ----------------------------------
                                        Name:   Aurelio Almonte
                                        Title:  Associate


<PAGE>



                                    BHF (USA) CAPITAL CORPORATION


                                    By:   /s/ Dana L. Mcdougall
                                        ----------------------------------
                                        Name:   Dana L. McDougall
                                        Title:  Vice President

                                    By:   /s/ Aurelio Almonte
                                        ----------------------------------
                                        Name:   Aurelio Almonte
                                        Title:  Associate


                                    CERES FINANCE, LTD.
                                    By: INVESCO Senior Secured Management, Inc.,
                                    as Sub-Managing Agent

                                    By:   /s/ Anne M. Mccarthy
                                        ----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


                                    COMERICA BANK


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


                                    CONTINENTAL ASSURANCE COMPANY


                                    By:   /s/ Mark L. Gold
                                        ----------------------------------
                                        Name:   Mark L. Gold
                                        Title:  Managing Director

                                    By:   /s/ Jonathan Insull
                                        ----------------------------------
                                        Name:   Jonathan Insull
                                        Title:  Senior Vice President


                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:   /s/ Michael W. Lord
                                        ----------------------------------
                                        Name:   Michael W. Lord
                                        Title:  Vice President




<PAGE>



                                    CYPRESSTREE INVESTMENT FUND, LLC
                                    BY:  CYPRESSTREE INVESTMENT
                                    MANAGEMENT COMPANY, INC., its Managing
                                    Member


                                    By:   /s/ Philip C. Robbins
                                        ----------------------------------
                                        Name:   Philip C. Robbins
                                        Title:  Principal


                                    CYPRESSTREE INVESTMENT PARTNERS II
                                    BY:  CYPRESSTREE INVESTMENT
                                    MANAGEMENT COMPANY, INC., its Managing
                                    Member


                                    By:   /s/ Philip C. Robbins
                                        ----------------------------------
                                        Name:   Philip C. Robbins
                                        Title:  Principal


                                    ELC (CAYMAN) LTD.


                                    By:   /s/ Amos N. Beason
                                        ----------------------------------
                                        Name:   Amos N. Beason
                                        Title:  Director


                                    FLEET NATIONAL BANK,
                                    Formerly known as BankBoston, N.A.


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


                                    FLEET BUSINESS CREDIT CORPORATION


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




<PAGE>



                                    FREMONT INVESTMENT & LOAN


                                    By:   /s/ Stephen C. Bierman
                                        ----------------------------------
                                        Name:   Stephen C. Bierman
                                        Title:  Senior Vice President


                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION


                                    By:   /s/ Robert Mcmahon
                                        ----------------------------------
                                        Name:   Robert McMahon
                                        Title:  Senior Risk Manager


                                    HIGHLAND CRUSADER OFFSHORE
                                    PARTNERS L.P.

                                    By:   /s/ James Dondero
                                        ----------------------------------
                                        Name:   James Dondero
                                        Title:  President


                                    KZH CRESCENT LLC


                                    By:   /s/ Kimberly Rowe
                                        ----------------------------------
                                        Name:   Kimberly Rowe
                                        Title:  Authorized Agent


                                    KZH CRESCENT 2 LLC


                                    By:   /s/ Kimberly Rowe
                                        ----------------------------------
                                        Name:   Kimberly Rowe
                                        Title:  Authorized Agent


                                    KZH CRESCENT 3 LLC


                                    By:   /s/ Kimberly Rowe
                                        ----------------------------------
                                        Name:   Kimberly Rowe
                                        Title:  Authorized Agent




<PAGE>



                                    KZH CYPRESS TREE-1 LLC


                                    By:   /s/ Kimberly Rowe
                                        ----------------------------------
                                        Name:   Kimberly Rowe
                                        Title:  Authorized Agent


                                    KZH PAMCO LLC


                                    By:   /s/ Susan Lee
                                        ----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


                                    PAMCO CAYMAN LTD.
                                    BY: HIGHLAND CAPITAL MANAGEMENT
                                    LTD., as Collateral Manager


                                    By:   /s/ James Dondero
                                        ----------------------------------
                                        Name:   James Dondero, CFA, CPA
                                        Title:  President, Highland Capital
                                                Management L.P.


                                    PAM CAPITAL FUNDING LP
                                    BY: HIGHLAND CAPITAL MANAGEMENT
                                    LTD., as Collateral Manager


                                    By:   /s/ James Dondero
                                        ----------------------------------
                                        Name:   James Dondero, CFA, CPA
                                        Title:  President, Highland Capital
                                                Management L.P.


                                    KZH RIVERSIDE LLC


                                    By:   /s/ Kimberly Rowe
                                        ----------------------------------
                                        Name:   Kimberly Rowe
                                        Title:  Authorized Agent




<PAGE>



                                 LONG DRIVE MANAGEMENT TRUST/TRI-
                                 LINKS INVESTMENT TRUST, not in its
                                 individual capacity but solely as Owner Trustee


                                 By:   /s/ David A. Vanaskey, Jr.
                                     ----------------------------------
                                     Name:   David A. Vanaskey, Jr.
                                     Title:  Vice President


                                 MASSACHUSETTS MUTUAL LIFE
                                 INSURANCE


                                 By:   /s/ Lisa J. Yoerg
                                     ----------------------------------
                                     Name:   Lisa J. Yoerg
                                     Title:  Managing Director


                                 MERRILL LYNCH, PIERCE, FENNER &
                                 SMITH, INC


                                 By:   /s/ Graham Goldsmith
                                     ----------------------------------
                                     Name:   Graham Goldsmith
                                     Title:  Director


                                 ML CBO IV (Cayman Ltd)


                                 By:   /s/ James Dondero,
                                     ----------------------------------
                                     Name:   James Dondero, CFA, CPA
                                     Title:  President, Highland Capital
                                             Management L.P.


                                 OAK HILL SECURITIES FUND, L.P.

                                 By: Oak Hill Securities GenPar, L.P.
                                     its General Partner

                                 By: Oak Hill Securities MGP, Inc.
                                     its General Partner

                                 By:   /s/ Scott D. Krase
                                     ----------------------------------
                                     Name:   Scott D. Krase
                                     Title:  Vice President

<PAGE>



                                 SEQUILS I, LTD.

                                 By:   /s/ Mark L. Gold
                                     ----------------------------------
                                     Name:   Mark L. Gold
                                     Title:  Managing Director

                                 By:   /s/ Jonathan Insull
                                     ----------------------------------
                                     Name:   Jonathan Insull
                                     Title:  Senior Vice President


                                 SOCIETE GENERALE, SOUTHWEST
                                 AGENCY


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


                                 SOMERS CDO, LIMITED

                                 By:   /s/ Lisa J. Yoerg
                                     ----------------------------------
                                     Name:   Lisa J. Yoerg
                                     Title:  Managing Director


                                 U.S. BANK NATIONAL ASSOCIATION


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


                                 WELLS FARGO BANK, N.A.


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



<PAGE>



            Each of the undersigned hereby consents to the foregoing Amendment
and hereby confirms, reaffirms and restates that its obligations under or in
respect of the Credit Agreement and the documents related thereto to which it is
party are and shall remain in full force and effect after giving effect to the
foregoing Amendment and agrees and confirms, in the case of National Crane
Corporation, that it is a party to the Guarantee and Collateral Agreement as a
Grantor thereunder:

                                    GROVE HOLDINGS LLC


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Vice President and
                                                Chief Financial Officer


                                    GROVE WORLDWIDE LLC


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Senior Vice President and
                                                Chief Financial Officer


                                    GROVE CAPITAL, INC.


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Vice President and
                                                Chief Financial Officer


                                    GROVE U.S. LLC


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Senior Vice President and
                                                Chief Financial Officer


                                    CRANE ACQUISITION CORPORATION


                                    By:   /s/ Stephen L. Cripe
                                        ----------------------------------
                                        Name:   Stephen L. Cripe
                                        Title:  Vice President and
                                                Chief Financial Officer

<PAGE>



                               CRANE HOLDING INC.


                               By:   /s/ Keith R. Simmons
                                   -----------------------------------
                                   Name:   Keith R. Simmons
                                   Title:  Senior Vice President and Secretary


                               GROVE FINANCE LLC


                               By:   /s/ Stephen L. Cripe
                                   ------------------------------------
                                   Name:   Stephen L. Cripe
                                   Title:  Vice President and
                                           Chief Financial Officer


                               NATIONAL CRANE CORPORATION


                               By:   /s/ Keith R. Simmons
                                   ------------------------------------
                                   Name:   Keith R. Simmons
                                   Title:  Vice President and Secretary