OFFERING BASIS LOAN AGREEMENT

         This Offering Basis Loan Agreement  ("Agreement")  is entered into this
fourteenth  day of January,  1999,  by and between  First  Union  National  Bank
("Bank"), 301 S. College Street, TW-5, Charlotte, North Carolina 28288-0745, and
OmniQuip International, Inc., a Delaware corporation ("Borrower").

         In consideration of the mutual agreements  contained herein,  Bank may,
in its sole and absolute discretion, make available to Borrower, loan funds, the
aggregate  principal  amount  of which  shall not  exceed  ten  million  dollars
($10,000,000.00) at any time (the "Line of Credit") upon the following terms and
conditions:

         1.  Method of  Borrowing.  Each  advance  under the Line of Credit (the
"Advance") shall be offered to the Borrower through its  representative(s)  by a
duly authorized  representative  of the Bank, at a specific  interest rate for a
specific  maturity.  Requests for, offers of, and acceptance of Advances between
the  Bank  and  the  Borrower  may  be  made  in  writing  (including  facsimile
transmission) or orally (including telephonic communication). All Advances shall
be in immediately available funds. The terms of an offered Advance shall be open
for  acceptance  by the  Borrower  for a  period  of  five  minutes  immediately
following  notification  to the Borrower by the Bank of such  offering;  and the
offering shall be deemed withdrawn if not accepted within that time period.  All
terms  offered with respect to the Advances  shall be  determined by Bank in its
sole discretion.

         Any Advance  shall be  conclusively  presumed to have been made to, for
the benefit of, and at the request of the Borrower  when:  (1)(a) the Advance is
deposited   or  credited  to  an  account  of  the   Borrower   with  the  Bank,
notwithstanding  that such  Advance  was  requested,  orally or in  writing,  by
someone  other  than a  representative  of  Borrower,  and (b) any  part of such
Advance is withdrawn from the account;  or (2) the Advance is made in accordance
with oral or written instructions of a representative of the Borrower.

         2.  Interest  Rate.  Each Advance  shall bear  interest at an "Offering
Rate" which  shall mean such  interest  rates and terms  offered by the Bank and
accepted  by the  Borrower.  The term for  Advances  at the  Offering  Rate (the
"Offering Interest Period") shall not exceed seven days. Interest on Advances at
an Offering Rate shall be payable upon the last day of the  respective  Offering
Interest Period, and at such other time or times as may be agreed to by the Bank
and the  Borrower.  Any  accrued and unpaid  interest  shall be paid on the last
business day of each month. Interest shall be computed on the basis of a 360 day
year  for  the  actual  number  of  days  in the  interest  period  ("Actual/360
Computation").  Bank's  Actual/360  computation  determines the annual effective
interest yield by taking the stated (nominal)  interest rate for a year's period
and then dividing  said rate by 360 to determine  the daily  periodic rate to be
applied for each day in the interest period.

         3.  Recordation  of Advances.  Bank will maintain  records of the date,
amount,  maturity,  payment  schedule,  and  interest  rate  applicable  to each
Advance,  the date and amount of any payment of principal  or interest,  and the
principal  balance then remaining  unpaid.  The Borrower  hereby agrees that the
Advances so evidenced in such records shall, for all purposes,  constitute prima
facie evidence thereof and shall be binding upon the Borrower.

         4.  Payment of Advances.  Borrower  promises to pay to the order of the
Bank at Bank's offices located at 301 S. College Street, DC-5, Charlotte,  North
Carolina  28288-0745,  or at such  other  place  as the Bank  may  designate  in
writing,  the unpaid  principal  amount of each  Advance made by the Bank to the
Borrower,  and accrued interest, on the maturity date of each respective Advance
and on such other dates and terms as may be set forth in the Bank  records.  All
payments  shall be made in  immediately  available  lawful  money of the  United
States.

<PAGE>

         5.  Prepayments.  An Advance  may be prepaid in whole or in part at any
time;  provided,  however,  that if the  Advance is prepaid in whole or in part,
whether  voluntary,  mandatory,  upon acceleration or otherwise,  the prepayment
shall  be  accompanied  by an  additional  amount  deemed  necessary  by Bank to
compensate  Bank for any  losses,  costs or  expenses  which Bank may incur as a
result of such prepayment, pursuant to the following formula:

                    Prepayment Compensation = (A - B) x C x D

The terms used in the preceding formula shall have the following meanings:

A =      The sum, determined as of the funding date of the Advance, of (i) the
         Bond  equivalent  bid  side  yield  of the U.S.  Treasury  Bill  with a
         maturity  closest to the  maturity  of the fixed rate  period  (defined
         below)  as  quoted  by the Wall  Street  Journal  (or  other  published
         source),  plus (ii) the  corresponding  bid side  market swap spread as
         determined  by Bank from quotes  generally  available in the  interbank
         dealer  market for interest  rate swaps,  plus (iii)  one-half  percent
         (1/2%).

B =      The sum,  determined as of the prepayment date of the Advance, of (i)
         the Bond  equivalent  bid side yield of the U.S.  Treasury  Bill with a
         maturity closest to the remaining  maturity of the fixed rate period as
         quoted by the Wall Street  Journal (or other  published  source),  plus
         (ii) the  corresponding  bid side market swap spread as  determined  by
         Bank from quotes generally available in the interbank dealer market for
         interest rate swaps.

C =      Principal Amount Prepaid.

D =      Number  of days from the date of  prepayment  to the end of the fixed
         rate period divided by a year base of 360 days.

         As used  herein,  "the fixed rate  period"  shall be the period  during
which the  applicable  fixed rate of interest on the Advance is to be in effect.
In the event the amount  determined  as  variable  B above is  greater  than the
amount determined as variable A above, no prepayment  compensation  shall be due
hereunder. The determination of prepayment compensation due Bank hereunder shall
be made by Bank in good faith using such  methodology as Bank deems  appropriate
and customary under the  circumstances  and shall be conclusive  absent manifest
error.

         Any prepayment in whole or in part shall include  accrued  interest and
all other sums then due with respect to the Advance. No partial prepayment shall
affect the  obligation  of Borrower to make any payment of principal or interest
due with respect to the Advance until the Advance has been paid in full.

         6.  Conditions  Precedent.  The  obligation  of the  Bank  to  disburse
Advances as offered and  accepted  pursuant to this  Agreement is subject to the
following conditions precedent:

               a.             Non-Default.  The Borrower  shall be in compliance
                              with all of the  terms  and  conditions  set forth
                              herein  and  an  Event  of  Default  as  specified
                              herein,  or an event which upon notice or lapse of
                              time or both  would  constitute  such an  Event of
                              Default  shall not have  occurred or be continuing
                              at the time of such Advance.

               b.             Borrowing  Resolution.  Bank shall have received a
                              certified  resolution  authorizing  borrowings  by
                              Borrower under this Agreement.


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<PAGE>
                           

               c.             Additional  Documents.  Receipt of such additional
                              supporting documents as the Bank may request.

         7. Termination of Agreement.  Either party may terminate this Agreement
immediately  upon written notice to the other,  provided  however,  the terms of
this Agreement with respect to the obligations  then outstanding of the Borrower
under this  Agreement  as of the date of  termination  shall  survive  until the
obligations are fully satisfied.

         8.  Events  of  Default.  Notwithstanding  the  term of an  Advance  or
Advances as set forth herein,  the Bank, at its sole option and without  notice,
may  accelerate  the  maturity  of  the  Advances  and  all  Advances  shall  be
immediately  due and  payable,  including  accrued  interest  thereon,  upon the
occurrence of any of the following events ("Events of Default"):

                  a.       If the  Borrower  shall fail to pay any amounts  when
                           due  or  shall  fail  to   observe  or  perform   any
                           obligation  or  covenant,   as  required  under  this
                           Agreement,   or  any  other  document   furnished  in
                           connection  herewith,   or  contained  in  any  other
                           agreement between Bank and Borrower.

                  b.       If any representation or warranty made by Borrower in
                           connection with this Agreement shall be determined by
                           the Bank to have been or become  false or  misleading
                           in any material respect.

                  c.       If the  Borrower  shall  default  in the  payment  of
                           interest, principal, or fees on any obligation to any
                           other   party  for   borrowed   money  in  excess  of
                           $1,000,000.00,   or  Borrower  fails  to  perform  or
                           observe any term contained in any agreement governing
                           such  other  obligation  for  borrowed  money and the
                           effect of such  failure  is to allow the  holders  of
                           such obligation to accelerate payment.

                  d.       Final  judgment  for the  payment  of money  shall be
                           rendered   against   the   Borrower   in   excess  of
                           $2,000,000.00  and shall  remain  undischarged  for a
                           period of 30 days,  unless execution on such judgment
                           shall be effectively stayed.

                  e.       If the Borrower shall (i) become,  either voluntarily
                           or involuntarily, a debtor under the Bankruptcy Code,
                           (ii) becomes the object of insolvency proceedings, or
                           (iii)  makes  an   assignment   for  the  benefit  of
                           creditors.

                  f.       The  expiration  of five (5) days  after the Bank has
                           given the  Borrower  notice of the Bank's  good faith
                           determination  that a material  adverse change in the
                           financial  condition  of the  Borrower  has  occurred
                           since the date hereof.

         9. Acceleration Upon Default.  Upon any Event of Default,  Bank may, at
Bank's  discretion and without  notice,  accelerate the maturity of all Advances
and all other  obligations  of Borrower to Bank, and all such Advances and other
obligations shall be immediately due and payable.

        10. Right of Setoff.  Borrower grants Bank a security interest in all of
Borrower's accounts with Bank. Upon the occurrence and during the continuance of
any Event of Default,  the Bank is hereby authorized at any time to exercise its
right of  setoff  or  banker's  lien as to  Borrower's  demand,  checking,  time
savings,  certificate of deposit or other accounts of any nature maintained with
Bank,  without advance notice,  against any 

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<PAGE>

and all of the obligations due under this Agreement, or any other agreement with
the Bank,  irrespective  of  whether  or not the Bank shall have made any demand
hereunder and although such obligations may be unmatured. The rights of the Bank
under this section are in addition to other  rights and remedies  which the Bank
may have. The Bank agrees to notify the Borrower promptly after it exercises any
such right of setoff.

         11.  Default  Rate.  In addition to all other rights  contained in this
Agreement,  upon  the  occurrence  and  during  the  continuance  of an Event of
Default,  all  outstanding  Advances  shall  bear  interest  at Prime plus three
percent (3%) ("Default Rate").  The Default Rate shall apply from the occurrence
of an Event of Default  until the  Advances or any  judgment  thereon is paid in
full.

         12. Attorneys' Fees. Debtor shall pay all of Bank's reasonable expenses
incurred  to  enforce  or  collect  any  of  the  Advances,  including,  without
limitation,  reasonable arbitration,  attorneys' and experts' fees and expenses,
whether incurred without the commencement of a suit, in any trial,  arbitration,
or administrative proceeding, or in any appellate or bankruptcy proceeding.

         13. Posting of Payments.  All payments  received  during normal banking
hours after 2:00 P.M.  Eastern  time shall be deemed  received at the opening of
the next  banking day.  Payments  received by Bank under this  Agreement  may be
applied in any manner or order deemed appropriate by Bank.

         14. Usury.  Anything contained herein to the contrary  notwithstanding,
if for any reason the  effective  rate of interest on any Advance  should exceed
the maximum lawful rate, the effective rate shall be deemed reduced to and shall
be such  maximum  lawful  rate,  and (i) the  amount  which  would be  excessive
interest  shall be deemed  applied to the reduction of the principal  balance of
the Advance and not to the payment of interest, and (ii) if the Advance has been
or is thereby  paid in full,  the excess  shall be returned to the party  paying
same, such application to the principal  balance of the Advance or the refunding
of the excess to be a complete settlement and acquittance thereof.

         15. Waivers.  Borrower hereby waives  presentment,  protest,  notice of
dishonor, demand for payment, notice of intention to accelerate maturity, notice
of  acceleration  of maturity,  notice of sale and all other notices of any kind
whatsoever. Any failure by the Bank to exercise any right hereunder shall not be
construed  as a waiver of the right to  exercise  the same or any other right at
any time.

         16. Amendment and Severability. No amendment to or modification of this
Agreement  shall be binding upon the Bank unless in writing and signed by it. If
any provision of this Agreement shall be prohibited or invalid under  applicable
law,  such  provision  shall  be  ineffective  but  only to the  extent  of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

         17.  Miscellaneous.  This Agreement is fully assignable by Bank and all
rights of Bank  thereunder  shall  inure to the  benefit of its  successors  and
assigns.  This Agreement shall be binding upon the Debtor and its successors and
assigns.  The captions  contained in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation  of the Agreement.  This
Agreement  shall be governed by and  interpreted in accordance  with the laws of
North Carolina without regard to its conflict of laws principles.

         18. Arbitration.  Upon demand of any party hereto,  whether made before
or  after  institution  of  any  judicial  proceeding,  any  dispute,  claim  or
controversy arising out of, connected with or relating to this Agreement and any
other documents executed in connection  herewith  ("Disputes") shall be resolved
by binding arbitration as provided herein.  Institution of a judicial proceeding
by a party  does not  waive  the  right  of that  party  to  demand  arbitration
hereunder. Disputes may include, without limitation, tort claims, counterclaims,
disputes  as to 

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<PAGE>

whether a matter is subject to  arbitration,  claims  brought as class  actions,
claims arising from loan documents executed in the future, or claims arising out
of or connected with the transaction reflected by this Agreement.

Arbitration  shall be conducted  under and governed by the Commercial  Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association  (the "AAA") and Title 9 of the U.S. Code. All arbitration  hearings
shall be  conducted  in the city in which the Bank is located as stated  herein.
The expedited  procedures set forth in Rule 51 et seq. of the Arbitration  Rules
shall be applicable to claims of less than $1,000,000.  All applicable  statutes
of  limitation  shall  apply to any  Dispute.  A judgment  upon the award may be
entered in any court having  jurisdiction.  The panel from which all arbitrators
are selected  shall be comprised of licensed  attorneys.  The single  arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general  jurisdiction,  state or federal, of the state where the hearing will
be conducted or if such person is not available to serve, the single  arbitrator
may be a licensed  attorney.  Notwithstanding  the foregoing,  this  arbitration
provision does not apply to disputes under or related to swap agreements.

         19.  Preservation  and  Limitation  of  Remedies.  Notwithstanding  the
preceding binding arbitration  provisions,  Bank and Borrower agree to preserve,
without  diminution,  certain  remedies  that any  party  hereto  may  employ or
exercise freely,  independently or in connection with an arbitration  proceeding
or after an  arbitration  action is brought.  Bank and  Borrower  shall have the
right to proceed in any court of proper jurisdiction or by self-help to exercise
or prosecute the following remedies, as applicable:  (I) all rights to foreclose
against any real or personal property or other security by exercising a power of
sale granted  under any loan  documents or under  applicable  law or by judicial
foreclosure  and sale,  including a  proceeding  to confirm  the sale;  (ii) all
rights  of  self-help   including  peaceful  occupation  of  real  property  and
collection of rents,  set-off,  and peaceful  possession  of personal  property;
(iii) obtaining  provisional or ancillary remedies including  injunctive relief,
sequestration,  garnishment,  attachment,  appointment of receiver and filing an
involuntary  bankruptcy  proceeding;  and (iv) when  applicable,  a judgment  by
confession of judgment.  Preservation of these remedies does not limit the power
of an arbitrator to grant similar remedies that may be requested by a party in a
Dispute.

Borrower  and Bank  agree  that  they  shall not have a remedy  of  punitive  or
exemplary damages against the other in any Dispute and hereby waive any right or
claim to punitive or  exemplary  damages they have now or which may arise in the
future in  connection  with any  Dispute  whether  the  Dispute is  resolved  by
arbitration or judicially.

In Witness  Whereof,  the parties hereto have duly executed this agreement as of
the date stated above.

Witness/Attest:                         OmniQuip International, Inc.


/s/ Allan J. Jablonsky                 By: /s/ P. Enoch Stiff
------------------------                   ----------------------------------
Allan J. Jablonsky                         P. Enoch Stiff
                                           President and Chief Executive Officer



                                        First Union National Bank


                                        By: /s/ George L. Woolsey
                                           ----------------------------------
                                           George L. Woolsey
                                           Vice President



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