FIRST AMENDMENT
                                 ---------------

                  FIRST AMENDMENT (this "Amendment"), dated as of June 29, 1999,
among OMNIQUIP INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the
lenders party to the Credit Agreement  referred to below on the date hereof (the
"Banks"),  MORGAN  STANLEY  SENIOR  FUNDING,  INC.,  as  Syndication  Agent  and
Co-Arranger  (the  "Syndication  Agent")  and  FIRST  UNION  NATIONAL  BANK,  as
Administrative   Agent  and  Co-Arranger  (the   "Administrative   Agent").  All
capitalized  terms used herein and not otherwise  defined  herein 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 Banks,  Syndication Agent and the
Administrative Agent are parties to a Credit Agreement, dated as of November 17,
1997, and amended and restated as of February 26, 1999 ("Credit Agreement");

                  WHEREAS,  the Borrower and certain lending institutions intend
to enter into a credit agreement pursuant to which the Borrower may borrow up to
$30,000,000 (the "New Money Credit Agreement"); and

                  WHEREAS,   the  parties  hereto  wish  to  modify  the  Credit
Agreement  as herein  provided to permit the New Money Credit  Agreement  and to
effect the other changes set forth herein;

                  NOW, THEREFORE, it is agreed:

                  1.  Notwithstanding  anything  to the  contrary  contained  in
Section 4.01 of the Credit  Agreement,  any voluntary  repayments of outstanding
Loans to be made by the  Borrower  pursuant  to such  Section  shall  instead be
applied (i) first,  to repay all  outstanding  loans under the New Money  Credit
Agreement (with a corresponding reduction to the commitments  thereunder),  (ii)
second, to the extent all outstanding loans under the New Money Credit Agreement
have been  repaid,  to reduce any  remaining  commitments  thereunder  and (iii)
third,  to the extent that all loans under the New Money Credit  Agreement  have
been repaid and all  commitments  thereunder have been terminated (or reduced to
zero), to repay  outstanding  Loans as otherwise  provided under such Section of
the Credit Agreement.

                  2.  Notwithstanding  anything  to the  contrary  contained  in
Sections  3.03(d),  4.02(c),  (d),  (e) and  (f) of the  Credit  Agreement,  any
mandatory  repayment of outstanding  Term Loans (or mandatory  reductions to the
Total Revolving Loan Commitment)  otherwise  required  pursuant to such Sections
shall instead be applied (i) first, to repay all outstanding loans under the New
Money  Credit  Agreement  (with a  corresponding  reduction  to the  commitments
thereunder),  (ii)  second,  to the extent all  outstanding  loans under the New
Money Credit  Agreement  have been repaid,  to reduce any remaining  commitments
thereunder  and (iii)  third,  to the extent  that all loans under the New Money
Credit  Agreement  have been  repaid and all  commitments  thereunder  have


<PAGE>

                                                                          Page 2


been  terminated (or reduced to zero),  to repay  outstanding  Term Loans and/or
reduce  the Total  Revolving  Loan  Commitment  as  otherwise  provided  in such
Sections of the Credit Agreement.

                  3. Section  4.02(c) of the Credit  Agreement is hereby amended
by (i) inserting  the text "(i)"  immediately  prior to the text  "Indebtedness"
appearing  within  the first  parenthetical  contained  in such  clause and (ii)
inserting  the  following  text  after  the text  "Restatement  Effective  Date"
appearing at the end of the first parenthetical contained in such clause:

                  "and (ii)  Indebtedness  of Snorkel  Elevating  Work Platforms
        Limited  and/or  Snorkel  Elevating Work Platforms Pty Limited under the
        Snorkel Revolver".

                  4. Section 7.11 of the Credit  Agreement is hereby  amended by
(i) deleting the text "constitute first priority perfected  security  interests"
contained  in the first  sentence of clause (b) thereof and  inserting  the text
"constitute perfected security interests" in lieu thereof and (ii) inserting the
text  "(other  than any  holder  of  Indebtedness  under  the New  Money  Credit
Agreement)" at the end of the first sentence of clause (b) thereof.

                  5.  Section  7.11 of the Credit  Agreement  is hereby  further
amended by inserting the text "(other than any holder of Indebtedness  under the
New  Money  Credit  Agreement)"  immediately  before  the  second  parenthetical
contained in the first sentence of clause (c) thereof.

                  6. Section 8.01 of the Credit  Agreement is hereby  amended by
inserting the following new clause (i) immediately after clause (h) hereof:

                  "(i)  Contemporaneously  with the delivery thereof,  copies of
         all financial or other  information with respect to the Borrower or any
         of its Subsidiaries not otherwise  required to be delivered pursuant to
         this  Section 8.01 which the  Borrower or any of its  Subsidiaries  has
         delivered to the lenders under the New Money Credit Agreement  pursuant
         to any financial reporting or other information  covenants contained in
         the New Money Credit Agreement;  provided, however, that the deliveries
         required under this clause (i) shall be furnished to the Administrative
         Agent  (and  the  Administrative  Agent  shall  promptly  forward  such
         deliveries to each Bank).",

and redesignating existing clause (i) thereof as clause (j).

                  7. Section 8.12 of the Credit  Agreement is hereby  amended by
inserting the text "(other than any holder of  Indebtedness  under the New Money
Credit Agreement)"  immediately following the text "superior to and prior to the
rights of all third  persons"  appearing  in the second  sentence  of clause (a)
thereof.

                  8.  Notwithstanding  anything to the contrary contained in the
Credit Agreement or any other Credit Document,  the Banks hereby agree that each
of the Security Documents may be amended,  or amended and restated,  in form and
substance   reasonably   satisfactory  to  the  Administrative   Agent  and  the
Syndication  Agent to provide,  as  security  for the  Borrower's  and the other
Credit  Parties'  obligations  under  or in  respect  of the  New  Money  Credit
Agreement, a first priority lien on the Collateral, which lien shall be superior
to the existing lien in


<PAGE>

                                                                          Page 3

favor of the  Collateral  Agent on  behalf  of the  existing  Secured  Creditors
pursuant to the Security  Documents  (as in effect on the date hereof) (it being
understood  and agreed that except to create a first  priority  lien in favor of
the lenders under the New Money Credit Agreement, the Security Documents will be
unchanged  and  after  giving   effect  to  such   amendment  or  amendment  and
restatement,  the  Collateral  Agent will hold all Collateral for the benefit of
the lenders under the New Money Credit Agreement (on a first priority basis) and
the existing Secured  Creditors (on a second priority basis).  In addition,  the
Banks  hereby  agree  that the  Collateral  Agent may enter  into any such other
documentation necessary or appropriate to effect the foregoing.  Notwithstanding
anything to the contrary  contained in this Amendment,  the Credit  Agreement or
any  other  Credit  Document,  the Banks  hereby  agree  that (i) no  additional
extensions  of credit to the  Borrower  secured  by any liens on the  Collateral
superior to the existing liens in favor of the Collateral Agent on behalf of the
existing Secured Creditors pursuant to the Security Documents shall be permitted
without the consent of each Bank  (other  than a  Defaulting  Bank) and (ii) the
maturity date of the New Money Credit  Agreement  shall not be extended  without
the consent of those  Non-Defaulting  Lenders  constituting  the Required  Banks
under, and as defined in the Credit Agreement, if the percentage "50%" contained
therein was changed to "66-2/3%".

                  9. Section 9.01 of the Credit  Agreement is hereby  amended by
(i) deleting the text "and" appearing at the end of clause (xiii) thereof,  (ii)
deleting the period  appearing at the end of clause (xiv)  thereof and inserting
the text "; and" in lieu thereof and (iii)  inserting  the  following new clause
(xv) immediately following existing clause (xiv) thereof:

                  "(xv)  Liens  placed  upon  inventory  and/or  receivables  of
        Snorkel  Elevating  Work  Platforms  Limited and Snorkel  Elevating Work
        Platforms  Pty  Limited  securing  Indebtedness  incurred by either such
        Person  pursuant to the Snorkel  Revolver,  provided  such Lien does not
        encumber any other asset of the Borrower or such Subsidiary."

                  10.  Section 9.01 of the Credit  Agreement  is hereby  further
amended by deleting the text "clauses (vi),  (vii) and (xiii)"  appearing in the
last paragraph thereof and inserting the text "clauses (vi),  (vii),  (xiii) and
(xv)" in lieu thereof.

                  11. Section 9.03 of the Credit  Agreement is hereby amended by
inserting the following text at the end of clause (iii) thereof:

                  "provided,  that the aggregate amount of Dividends paid by the
        Borrower  pursuant to this clause (iii) shall not exceed $250,000 in any
        fiscal quarter of the Borrower,  provided  further that the  immediately
        preceding  proviso  shall  cease to be of any force or effect  after the
        repayment of all loans  outstanding  pursuant to, and the termination of
        all commitments under, the New Money Credit Agreement."

                  12. Section 9.04 of the Credit  Agreement is hereby amended by
(i)  deleting the text "and"  appearing  at the end of clause (x) thereof,  (ii)
inserting the following new clauses (xi), (xii) and (xiii) immediately following
existing clause (x) thereof:


<PAGE>

                                                                          Page 4

                  "(xi)  Indebtedness  of  the  Borrower  pursuant  to a  senior
        secured credit facility in an aggregate  principal  amount not to exceed
        $30,000,000 and having a maturity date no later than November 15, 1999;

                  (xii) Indebtedness of each Subsidiary  Guarantor pursuant to a
        guaranty by such Subsidiary  Guarantor of  Indebtedness  permitted under
        Section 9.04(xi);

                  (xiii)   Indebtedness  of  Snorkel  Elevating  Work  Platforms
        Limited and Snorkel  Elevating Work Platforms Pty Limited  pursuant to a
        revolving  credit  facility,  evidenced  by  documentation  in form  and
        substance  satisfactory to the Co-Arrangers,  in an aggregate  principal
        amount not to exceed $10,000,000 at any time, and";

and redesignating existing clause (xi) thereof as clause (xiv).

                  13. Section 9.05 of the Credit  Agreement is hereby amended by
inserting the following text at the end of clause (ii) thereof:

                  "provided  that  during  any  time  when  Revolving  Loans  or
        Swingline Loans are  outstanding,  the aggregate amount of cash and Cash
        Equivalents  permitted to be held by the  Borrower and its  Subsidiaries
        shall not exceed $5,000,000 for any period of five consecutive  Business
        Days,  provided  further that the  immediately  preceding  proviso shall
        cease to be of any force or  effect  after  the  repayment  of all loans
        outstanding  pursuant to, and the termination of all commitments  under,
        the New Money Credit Agreement".

                  14. Section 9.07 of the Credit  Agreement is hereby amended by
inserting the following new clauses (f) and (g) immediately  following  existing
clause (e) thereof:

                  "(f)  Notwithstanding the foregoing,  for the period beginning
        June 1,  1999 and  ending  September  30,  1999,  the  Borrower  and its
        Subsidiaries  shall be  permitted  to make  Capital  Expenditures  in an
        aggregate amount not to exceed $5,000,000 for such period.

                  (g) Notwithstanding  the foregoing,  for the Borrower's fiscal
        year 2000, the Borrower and its Subsidiaries  shall be permitted to make
        Capital  Expenditures in an aggregate  amount not to exceed  $15,000,000
        for such fiscal year, provided that any amounts not utilized in the 1999
        fiscal  year  may  not  be  carried   forward  and  applied  to  Capital
        Expenditures in the 2000 fiscal year."

                  15.  The  table  appearing  in  Section  9.08  of  the  Credit
Agreement is hereby amended by deleting such table in its entirety and inserting
the following new table in lieu thereof:

                  Fiscal Quarter                      Ratio


                  June 30, 1999                     1.75:1.00


                  September 30, 1999                1.75:1.00


                  December 31, 1999                 1.75:1.00

<PAGE>

                                                                          Page 5


                  March 31, 2000                    2.25:1.00


                  June 30, 2000                     3.00:1.00


                  September 30, 2000                3.50:1.00


                  Thereafter                        4.00:1.00


                  16.  The  table  appearing  in  Section  9.09  of  the  Credit
Agreement is hereby amended by deleting such table in its entirety and inserting
the following new table in lieu thereof:

                  Fiscal Quarter                       Ratio


                  June 30, 1999                     3.00:1.00


                  September 30, 1999                3.00:1.00


                  December 31, 1999                 3.00:1.00


                  March 31, 2000                    3.00:1.00


                  June 30, 2000                     4.00:1.00


                  September 30, 2000                4.00:1.00


                  Thereafter                        5.00:1.00


                  17.  The  table  appearing  in  Section  9.10  of  the  Credit
Agreement is hereby amended by deleting such table in its entirety and inserting
the following new table in lieu thereof:


                  Fiscal Quarter                      Ratio


                  June 30, 1999                     4.25:1.00


                  September 30, 1999                4.25:1.00


                  December 31, 1999                 4.00:1.00


                  March 31, 2000                    3.75:1.00


                  June 30, 2000                     3.25:1.00


                  September 30, 2000                2.75:1.00


                  December 31, 2000                 2.50:1.00


                  March 31, 2001                    2.50:1.00

<PAGE>

                                                                          Page 6

                  June 30, 2001                     2.25:1.00


                  September 30, 2001                2.25:1.00


                  December 31, 2001                 2.00:1.00


                  March 31, 2002                    2.00:1.00


                  June 30, 2002                     1.75:1.00


                  Thereafter                        1.75:1.00


                  18. Section 9.11 of the Credit  Agreement is hereby amended by
(i)  deleting the text  "Subordinated"  appearing  in the  introductory  caption
thereof and inserting the text  "Certain" in lieu thereof and (ii) inserting the
text ", any Snorkel  Revolver  Documents"  immediately  following  the text "IDB
Financing Documents" appearing in clause (iii) thereof.

                  19.  The Banks  hereby  waive any  Default or Event of Default
which may have arisen as a result of the Borrower failing to comply with Section
9.10 of the  Credit  Agreement  for the  period  from April 1, 1999 to the First
Amendment Effective Date.

                  20. The definition of "Applicable Base Rate Margin"  contained
in Section  11.01 of the Credit  Agreement  is hereby  amended by deleting  such
definition in its entirety and replacing such  definition with the following new
definition of "Applicable Base Rate Margin":

                  "Applicable  Base Rate Margin" from and after the first day of
         any  Applicable  Pricing Period (the "Start Date") to and including the
         last day of such Applicable Pricing Period (the "End Date"), shall mean
         the  respective  percentage per annum set forth in clause (A)-(F) below
         if, but only if, as of the last day of the most recent  fiscal  quarter
         of the Borrower ended  immediately  prior to such Start Date (the "Test
         Date") the condition in clause (A)-(F) below is met:

                  (A) 2.000% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be greater than 3.50:1.0; or

                  (B) 1.750% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 3.50:1.0 but greater than 3.00:1.0; or

                  (C) 1.500% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 3.00:1.0 but greater than 2.50:1.0; or

                  (D) 1.250% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 2.50:1.0 but greater than 2.00:1.0; or

<PAGE>

                                                                          Page 7

                  (E) 1.000% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 2.00:1.0 but greater than 1.50:1.0; or

                  (F) 0.750% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 1.50:1.0.

                  Notwithstanding  anything to the contrary  contained  above in
         this definition,  (a) for the period from the First Amendment Effective
         Date to the date of delivery of the  financial  statements  pursuant to
         Section  8.01(b) in respect of the  Borrower's  fiscal  year  ending on
         September 30, 1999,  the  Applicable  Base Rate Margin shall be 2.000%,
         (b) the  Applicable  Base Rate Margin shall be 2.000% at all times when
         financial  statements have not been delivered when required pursuant to
         Section  8.01(a)  or (b),  as the case may be, and (c) on and after the
         date on which the  Borrower  has  issued New  Subordinated  Notes in an
         aggregate  principal  amount  of at  least  $100,000,000,  each  of the
         percentage margins set forth above shall be reduced by 0.125%."

                  21.  The  definition  of  "Applicable   Commitment  Commission
Percentage"  contained in Section 11.01 of the Credit Agreement shall be amended
by deleting such  definition in its entirety and replacing such  definition with
the following new definition of "Applicable Commitment Commission Percentage":

                  "Applicable  Commitment Commission  Percentage" from and after
         any Start Date to and including the  corresponding End Date, shall mean
         the  respective  percentage  per annum  set forth in clause  (A) or (B)
         below  if,  but only if, as of the Test  Date for such  Start  Date the
         condition set forth in clause (A) or (B) below is met:

                  (A) 0.500% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be greater than 1.50:1.00; or

                  (B) 0.375% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 1.50:1.00.

                  Notwithstanding  anything to the contrary  contained  above in
         this definition,  (a) for the period from the First Amendment Effective
         Date to the date of delivery of the  financial  statements  pursuant to
         Section  8.01(b) in respect of the  Borrower's  fiscal  year  ending on
         September 30, 1999, the  Applicable  Commitment  Commission  Percentage
         shall be 0.500% and (b) the Applicable Commitment Commission Percentage
         shall be 0.500% at all times when  financial  statements  have not been
         delivered when required pursuant to Section 8.01(a) or (b), as the case
         may be.

                  22.  The  definition  of  "Applicable  Eurodollar  Margin"  in
Section  11.01  of the  Credit  Agreement  shall be  amended  by  deleting  such
definition in its entirety and replacing such  definition with the following new
definition of "Applicable Eurodollar Margin":

                  "Applicable  Eurodollar  Margin" from and after any Start Date
         to and including the  corresponding End Date, shall mean the respective
         percentage per annum set forth in

<PAGE>

                                                                          Page 8

         clause  (A)-(F)  below  if,  but only if,  as of the Test Date for such
         Start Date the condition in clause (A)-(F) below is met:

                  (A) 3.000% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be greater than 3.50:1.0; or

                  (B) 2.750% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 3.50:1.0 but greater than 3.00:1.0; or

                  (C) 2.500% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 3.00:1.0 but greater than 2.50:1.0; or

                  (D) 2.250% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 2.50:1.0 but greater than 2.00:1.0; or

                  (E) 2.000% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 2.00:1.0 but greater than 1.50:1.0; or

                  (F) 1.750% if, but only if, as of the Test Date for such Start
         Date,  the  Leverage  Ratio for the Test Period ended on such Test Date
         shall be equal to or less than 1.50:1.0.

                  Notwithstanding  anything to the contrary  contained  above in
         this definition,  (a) for the period from the First Amendment Effective
         Date to the date of delivery of the  financial  statements  pursuant to
         Section  8.01(b) in respect of the  Borrower's  fiscal  year  ending on
         September 30, 1999,  the  Applicable  Base Rate Margin shall be 3.000%,
         (b) the Applicable  Eurodollar Margin shall be 3.000% at all times when
         financial  statements have not been delivered when required pursuant to
         Section  8.01(a)  or (b),  as the case may be, and (c) on and after the
         date on which the  Borrower  has  issued New  Subordinated  Notes in an
         aggregate  principal  amount  of at  least  $100,000,000,  each  of the
         percentage margins set forth above shall be reduced by 0.125%.

         23. Section 11.01 of the Credit  Agreement is hereby further amended by
inserting the following definitions therein in the proper alphabetical order:

                  "First Amendment Effective Date" shall mean June 29, 1999.

                  "New Money Credit  Agreement"  shall mean that certain  senior
         secured credit facility permitted pursuant to Section 9.04(xi).

                  "Snorkel  Revolver" shall mean that certain  revolving  credit
facility permitted pursuant to Section 9.04(xiii).

<PAGE>

                                                                          Page 9

                  "Snorkel  Revolver  Documents" shall mean the credit agreement
         evidencing the Snorkel  Revolver and all other agreements and documents
         entered into in connection with the Snorkel Revolver.

         24. 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.

         25. 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, the Administrative Agent and the
Syndication Agent.

         26.  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.

         27.  This  Amendment  shall  become  effective  on the date (the "First
Amendment  Effective  Date") when (i) the Borrower and the Required  Banks shall
have signed a counterpart  hereof  (whether the same or different  counterparts)
and shall have delivered  (including by way of facsimile  transmission) the same
to the Administrative  Agent at the Notice Office, (ii) the Administrative Agent
shall have received from Dickstein,  Shapiro,  Morin & Oshinsky LLP,  counsel to
the Credit  parties,  an opinion  addressed  to the  Administrative  Agent,  the
Syndication Agent and each of the Banks and dated the First Amendment  Effective
Date, in form and substance reasonably  satisfactory to the Administrative Agent
and the Syndication  Agent,  and covering  matters  incident to the transactions
contemplated  hereby as the  Administrative  Agent and the Syndication Agent may
reasonably  request and (iii) the Borrower shall have paid to each Bank that has
executed a counterpart of this Amendment on or prior to 5:00 p.m. (Eastern time)
on June 29, 1999, an amount equal to the product of (x) 0.25% and (y) the sum of
such Bank's (i)  outstanding  Term Loans and (ii) Revolving  Loan  Commitment in
each case as in effect on the First Amendment Effective Date.

         28. From and after the First  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.

                                      * * *



<PAGE>

         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 &
                                                Chief Executive Officer


                                      FIRST UNION NATIONAL BANK,
                                        Individually and as Administrative Agent
                                        and Co-Arranger


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


                                      MORGAN STANLEY SENIOR
                                      FUNDING, INC., Individually and as
                                        Syndication Agent and Co-Arranger


                                      By /s/ T. Morgan Edwards II
                                         ---------------------------------------
                                         Title: Vice President


                                      BANK OF SCOTLAND



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


                                      CREDIT AGRICOLE INDOSUEZ


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


                                      FIRST BANK



                                      By /s/ Brenda J. Laux
                                         ---------------------------------------
                                         Title: Senior Vice President


<PAGE>



                                      THE FIRST NATIONAL BANK OF CHICAGO


                                      By /s/ Jenny Gilpin
                                         ---------------------------------------
                                         Title: Vice President


                                      FIRSTAR BANK MILWAUKEE, N.A.


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


                                      FLEET CAPITAL CORPORATION


                                      By /s/ Sandra J. Evans
                                         ---------------------------------------
                                         Title: Senior Vice President


                                      THE FUJI BANK, LIMITED


                                      By /s/ Takeyuki Kuroki
                                         ---------------------------------------
                                         Title: Vice President &
                                                Senior Team Leader


                                      HARRIS TRUST AND SAVINGS BANK


                                      By /s/George M. Dluby
                                         ---------------------------------------
                                         Title: Vice President


                                      M&I MARSHALL AND ILSLEY BANK


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


                                      THE MITSUBISHI TRUST AND
                                        BANKING CORPORATION


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


<PAGE>

                                      NATIONAL CITY BANK


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


                                      WACHOVIA BANK, N.A.


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


                                      RZB FINANCE LLC


                                      By /s/ Dieter Beintrexler
                                         ---------------------------------------
                                         Title: President



                                      By /s/ Christopher Hoedl
                                         ---------------------------------------
                                         Title: Assistant Vice President


                                      BANK LEUMI USA, CHICAGO BRANCH


                                      By /s/ Shlomo Osher
                                         ---------------------------------------
                                         Title: Senior Vice President &
                                                Branch Manager