SECOND AMENDMENT
                                ----------------

                    SECOND AMENDMENT (this "Amendment"), dated as of February 8,
1999,  among  OMNIQUIP   INTERNATIONAL,   INC.,  a  Delaware   corporation  (the
"Borrower"),  the lenders party to the Credit Agreement referred to below on the
date  hereof  and  immediately  before  giving  effect  to this  Amendment  (the
"Existing  Banks") and FIRST UNION NATIONAL BANK, as  Administrative  Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined shall have
the respective  meanings provided such terms in the Credit Agreement referred to
below.


                              W I T N E S S E T H :
                              - - - - - - - - - -

                    WHEREAS, the Borrower,  the Existing Banks and the Agent are
parties to a Credit Agreement,  dated as of November 17, 1997 (as amended to the
date hereof, the "Credit Agreement"); and

                    WHEREAS,  the  parties  hereto  wish  to  amend  the  Credit
Agreement as herein provided;

                    NOW, THEREFORE, it is agreed:

                    1. On and  after the  Second  Amendment  Effective  Date (as
defined below),  Subsection 9.04(ix) of the Credit Agreement shall be amended by
deleting such Subsection 9.04(ix) in its entirety and inserting in lieu thereof:

                    "additional  unsecured  Indebtedness of the Borrower and its
                    Subsidiaries   not  to  exceed   $10,000,000   in  aggregate
                    principal amount at any time outstanding."

                    2. This  Amendment  is  limited as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                    3.  This   Amendment  may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                    4. THIS  AMENDMENT  AND THE  RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                    5. Subject to Section 6 of this  Amendment,  this  Amendment
shall become effective on the date (the "Second Amendment  Effective Date") when
the  Borrower,  the Agent and each Existing Bank shall have signed a counterpart
hereof  (whether the same or different  


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counterparts)   and  shall  have  delivered   (including  by  way  of  facsimile
transmission) the same to the Agent at its Notice Office.

                    6. From and after the Second  Amendment  Effective Date, all
references  in the  Credit  Agreement  and each of the Credit  Documents  to the
Credit  Agreement  shall be deemed to be references  to the Credit  Agreement as
amended hereby.

                                     * * *









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                    IN WITNESS WHEREOF,  each of the parties hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
first above written.


                                     OMNIQUIP INTERNATIONAL, INC.


                                     By /s/ P. Enoch Stiff
                                       ------------------------------
                                       Title: President & CEO


                                     FIRST UNION NATIONAL BANK 
                                      Individually, and as Agent


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


                                     MORGAN STANLEY SENIOR 
                                     FUNDING, INC.


                                     By /s/ J. Morgan Edwards
                                       ------------------------------
                                       Title: Vice President


                                     BANK OF SCOTLAND


                                     By /s/ Janet Taffe
                                       ------------------------------
                                       Janet Taffe
                                       Title:  Asst. Vice President


                                     CREDIT AGRICOLE INDOSUEZ


By /s/ David Bouhl                   By /s/ Katherine L. Abbot
------------------------------         ------------------------------
David Bouhl, F.V.P.                    Katherine L. Abbot
Title:  Head of Corporate Banking      Title: First Vice President
        Chicago

                                     FIRST BANK


                                     By /s/ Ted Kraizer
                                       ------------------------------
                                       Title: VP

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                                       THE FIRST NATIONAL BANK OF CHICAGO


                                       By /s/ Dennis J. Redpath
                                         ------------------------------
                                         Title: Vice President


                                       FIRSTAR BANK MILWAUKEE, N.A.


                                       By /s/ Jeff Janza
                                         ------------------------------
                                         Title: Asst. Vice President


                                       FLEET CAPITAL CORPORATION


                                       By /s/ Sandra Evans
                                         ------------------------------
                                         Title: SVP


                                       THE FUJI BANK, LIMITED


                                       By /s/ Peter L. Chinnici
                                         ------------------------------
                                         Peter L. Chinnici
                                         Title:  Joint General Manager


                                       HARRIS TRUST AND SAVINGS BANK


                                       By /s/ George Dloby
                                         ------------------------------
                                         Title: Vice President


                                       M&I MARSHALL AND ILSLEY BANK


                                       By /s/ Kathleen Coleman
                                         ------------------------------
                                         Title:  Vice President


                                       THE MITSUBISHI TRUST AND
                                        BANKING CORPORATION


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



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                                       NATIONAL CITY BANK


                                       By /s/ Barry C. Robinson
                                         ------------------------------
                                         Title: Vice President


                                       WACHOVIA BANK, N.A.


                                       By /s/ Debra L. Coheley
                                         ------------------------------
                                         Debra L. Coheley
                                         Title:  Senior Vice President


                                       RZB FINANCE, LLP


                   By /s/ John A. Valiska     By /s/ Christoph Hoedl
                      ----------------------------------------------------------
                      John A. Valiska            Christoph Hoedl
                      Title: Vice President      Title: Assistant Vice President