SECOND AMENDMENT AND WAIVER
                           ---------------------------


                  SECOND  AMENDMENT AND WAIVER (this  "Amendment"),  dated as of
July 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 (as amended to the date
hereof, the "Credit Agreement"); and

                  WHEREAS,  the  Borrower  has  requested,  and the Banks  party
hereto are  willing  (subject to the terms and  conditions  hereof) to grant the
waivers set forth  herein and (ii) the  Borrower and the Banks wish to amend and
modify the Credit Agreement and the Pledge Agreement as provided herein;

                  NOW, THEREFORE, it is agreed:

I.   Amendments and Modifications:

                  1. Section  9.05(x) of the Credit  Agreement is hereby amended
by deleting the reference to  "$2,000,000"  contained  therein and inserting the
amount "$1,000,000" in lieu thereof.

                  2.  Notwithstanding  anything to the contrary contained in the
Pledge  Agreement,  no Pledgor  (as  defined in the Pledge  Agreement)  shall be
required to pledge,  and the term  "Stock"  contained in Section 2 of the Pledge
Agreement  shall not  include,  any capital  stock,  or warrants  and options to
purchase any such capital stock, of Libra Compact  Technologies  S.A., a company
formed and organized under the laws of the Republic of San Marino ("Libra").


II.  Waivers:

                  1. The Banks hereby waive any Default or Event of Default that
may have  arisen  under  the  Credit  Agreement  prior to the  Second  Amendment
Effective Date (as defined below) solely as a result of the Borrower  failing to
comply with  Section 3.2 of the Pledge  Agreement  in respect of the  Borrower's
ownership interest in Libra.

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                                                                          Page 2

                  2. The Banks hereby waive,  until the 30th day from the Second
Amendment  Effective  Date, any Default or Event of Default that may have arisen
under the Credit  Agreement solely as a result of the Borrower failing to comply
with Section 3.2 of the Pledge Agreement in respect of the Borrower's  ownership
interest in Omniquip U.K. Limited, a company formed and organized under the laws
of England and Wales ("Omniquip UK"),  provided that, in any event, the Borrower
shall be required to comply with Section 3.2 of the Pledge  Agreement in respect
of its  ownership  interest in Omniquip UK by the 30th day  following the Second
Amendment  Effective  Date and any  failure  to so  comply  by such  date  shall
constitute an immediate Event of Default.


III.  Miscellaneous:

                  1. In order to induce the Banks to enter into this  Amendment,
the Borrower  hereby  represents  and  warrants  that (x) no Default or Event of
Default exists on the Second  Amendment  Effective Date,  after giving effect to
this Amendment and (y) all of the  representations  and warranties  contained in
the Credit  Documents  shall be true and  correct in all  respects on the Second
Amendment  Effective  Date,  after giving effect to this Amendment with the same
effect as though such  representations and warranties had been made on and as of
the Second Amendment Effective Date (it being understood that any representation
or  warranty  made as of a  specified  date  shall  be true and  correct  in all
material  respects as of such specific  date), in each case except as previously
disclosed in writing to the Agents.

                  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,  the Administrative Agent and
the Syndication 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. This  Amendment  shall  become  effective  on the date (the
"Second  Amendment  Effective  Date") when 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.

                  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 and the Pledge  Agreement  shall be deemed to be references to
such Credit Document 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/ Thomas Breslin
                                       -----------------------------------------
                                       Title: Vice President Finance &
                                              Chief Financial 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 /s/ Annie Glynn
                                       -----------------------------------------
                                       Title: Senior Vice President


                                    CREDIT AGRICOLE INDOSUEZ


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


                                    FIRST BANK


                                    By /s/ Bruce G. Forster
                                       -----------------------------------------
                                       Title: Assistant Vice President

<PAGE>


                                    THE FIRST NATIONAL BANK OF CHICAGO


                                    By /s/ Lisa Whatley
                                       -----------------------------------------
                                       Title: Vice President


                                    FIRSTAR BANK MILWAUKEE, N.A.


                                    By /s/ Jeffrey J. Janza
                                       -----------------------------------------
                                       Title: Vice President


                                    FLEET CAPITAL CORPORATION


                                    By /s/ Brian Conole
                                       -----------------------------------------
                                       Title: Senior Vice President


                                    THE FUJI BANK, LIMITED


                                    By /s/ Peter L. Chinnici
                                       -----------------------------------------
                                       Title: Senior Vice President &
                                              Group Head


                                    HARRIS TRUST AND SAVINGS BANK


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


                                    M&I MARSHALL AND ILSLEY BANK


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


                                    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/ Henry H. Hagan
                                       -----------------------------------------
                                       Title: Senior Vice President


                                    RZB FINANCE LLC


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


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


                                    BANK LEUMI USA, CHICAGO BRANCH


                                    By /s/ Timothy A. Fossa
                                       -----------------------------------------
                                       Title: Vice President