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

                    FIRST AMENDMENT (this "Amendment"), dated as of December 19,
1997,  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"),  FIRST UNION  NATIONAL  BANK, as  Administrative  Agent (the
"Agent"), and each of the lenders listed on Schedule A hereto (the "New Banks").
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 (the  "Credit
Agreement"); and

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

                    NOW, THEREFORE, it is agreed:

                    1. Each of the  Existing  Banks  severally  and not  jointly
hereby sells and assigns to each of the New Banks  without  recourse and without
representation or warranty (other than as expressly  provided herein),  and each
New Bank hereby  purchases  and assumes  from each of the Existing  Banks,  that
interest  in and to each of such  Existing  Bank's  rights  and  obligations  in
respect of those  Facilities  set forth on  Schedule  B hereto  under the Credit
Agreement  as of the date  hereof  which in the  aggregate  represents  such New
Bank's  pro rata share  (for each such New Bank,  its "Pro Rata  Share") in such
Facilities as set forth on such  Schedule B  (calculated  after giving effect to
this  Amendment),  and such Pro Rata  Share  represents  all of the  outstanding
rights and obligations  under the Credit  Agreement in respect of the Facilities
that are being sold and  assigned to each New Bank  pursuant to this  Amendment,
including,  without limitation, in the case of any assignment of the outstanding
Term Loans and/or portion of the Total Revolving Loan Commitment, all rights and
obligations  with respect to such New Bank's Pro Rata Share of such  outstanding
Term Loans and/or portion of the Total Revolving Loan Commitment,  respectively.
After giving effect to this Amendment,  each Bank's  outstanding  Term Loans and
Revolving Loan Commitment will be as set forth on Schedule C hereto.

                    2. In accordance with the  requirements of Section  13.04(b)
of the Credit  Agreement,  on the First  Amendment  Effective  Date (as  defined
below), (i) the Credit Agreement shall be amended by deleting Schedule I thereto
in its entirety and by inserting in lieu thereof a new Schedule I in the form of
Schedule C hereto and (ii) the Borrower agrees that it will issue an appropriate
A Term Note, B Term Note and Revolving Note to each Bank in conformity  with the
requirements of Section 1.05 of the Credit Agreement.

<PAGE>

                    3. On and after the First Amendment Effective Date, Schedule
II to the Credit  Agreement  shall be amended by deleting  such  Schedule in its
entirety and inserting in lieu thereof a new Schedule II in the form of Schedule
D hereto.

                    4. Each Existing Bank (i) represents and warrants that it is
the legal and  beneficial  owner of the interest  being assigned by it hereunder
and that such  interest  is free and clear of any adverse  claim;  (ii) makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in  connection  with the
Credit  Agreement or the other  Credit  Documents  or the  execution,  legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of the  Credit
Agreement or the other  Credit  Documents  or any other  instrument  or document
furnished  pursuant  thereto;  and (iii) makes no representation or warranty and
assumes  no  responsibility  with  respect  to the  financial  condition  of the
Borrower or any of its  Subsidiaries  or the  performance  or  observance by the
Borrower or any of its Subsidiaries of any of their obligations under the Credit
Agreement or the other  Credit  Documents to which they are a party or any other
instrument or document furnished pursuant thereto.

                    5. Each New Bank (i) confirms that it has received a copy of
the Credit Agreement and the other Credit Documents, together with copies of the
financial   statements   referred  to  therein  and  such  other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Amendment;  (ii) agrees that it will,  independently
and  without  reliance  upon the  Agent  or any  other  Bank  and  based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iii)  confirms  that it is an  Eligible  Transferee  under  Section
13.04(b) of the Credit Agreement; (iv) appoints and authorizes the Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers  under  the  Credit  Agreement  and the  other  Credit  Documents  as are
delegated to the Agent and the Collateral  Agent by the terms thereof,  together
with such powers as are reasonably  incidental thereto;  (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit  Agreement are required to be performed by it as a Bank;  and (vi)
to the extent  legally  entitled to do so,  agrees to promptly  submit the forms
described in Section 13.04(b) of the Credit Agreement.

                    6. Each of the Existing  Banks,  the New Banks and the Agent
hereby  agree  that  all  amounts  accrued  with  respect  to  the  Term  Loans,
Outstanding Revolving Loans and the Total Revolving Loan Commitment prior to the
delivery by such New Bank of the amount referred to in clause (ii) of Section 11
of this Amendment shall be for the account of the Existing Banks,  respectively,
and that all such  amounts  accrued on and after the  delivery  of such  amounts
referred to in clause  (ii) of such  Section 11 shall be for the account of such
New Bank based upon its relevant Pro Rata Share.

                    7.  In  accordance  with  Section  13.04(b)  of  the  Credit
Agreement,  on and as of the date upon which each of the New Banks  delivers the
amounts  referred  to in clause (ii) of Section 11 of this  Amendment,  each New
Bank shall become a "Bank" under,  and for all purposes of, the Credit Agreement
and the other Credit Documents and,  notwithstanding


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<PAGE>

anything  to  the  contrary  in  Section  8.13  of  the  Credit  Agreement,  the
Administrative  Agent  shall  record the  transfers  contemplated  hereby in the
Register.

                    8. 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.

                    9.  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.

                    10. 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.

                    11. Subject to Section 12 of this Amendment,  this Amendment
shall become effective on the date (the "First  Amendment  Effective Date") when
(i) the  Borrower,  the Agent,  each  Existing Bank and each New Bank 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 Agent at its Notice  Office and (ii) each New Bank shall have  delivered  to
the Agent, for the accounts of the Existing Banks, respectively, an amount equal
to such New Bank's  relevant  Pro Rata Share of the  outstanding  Term Loans and
Revolving Loans being assigned to such New Bank.

                    12. Notwithstanding Section 11 of this Amendment, if for any
reason any New Bank shall not have (i) signed a counterpart hereof and delivered
the same to the Agent at its Notice  Office and (ii)  delivered  to the Agent an
amount equal to such New Bank's relevant Pro Rata Share of the outstanding  Term
Loans and  Revolving  Loans being  assigned to such New Bank, in each case on or
prior to December 19, 1997,  then, if each Existing Bank agrees,  this Amendment
shall become effective  notwithstanding such failure, provided that (x) Schedule
C shall be modified to delete any such New Bank and such New Bank's relevant Pro
Rata Share shall be  reallocated  among the Existing Banks in such manner as the
Existing Banks shall agree and (y) the signature  pages of this Amendment  shall
be deemed revised to delete such New Bank's name therefrom.

                    13. 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.

                                     * * *




                                      -3-

<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/ Philip G. Franklin
                                       ------------------------------
                                       Title: Vice President and CFO


                                     FIRST UNION NATIONAL BANK 
                                       Individually, and as Agent


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


                                     MORGAN STANLEY SENIOR FUNDING, INC.


                                     By /s/ Mike Hart
                                       ------------------------------
                                       Title:  Principal



                                       -4-

<PAGE>

                                     NEW BANKS:


                                     BANK OF SCOTLAND


                                     By /s/ Joseph Fratus
                                       ------------------------------
                                       Joseph Fratus
                                       Title:  Asst. Vice President


                                     CREDIT AGRICOLE INDOSUEZ


                                     By /s/ Katherine L. Abbott
                                       ------------------------------
                                       Katherine L. Abbott
                                       Title:  First Vice President


                                     By /s/ W. Leroy Startz
                                       ------------------------------
                                       W. Leroy Startz
                                       Title:  First Vice President



                                     FIRST BANK


                                     By /s/ Ted Kraizer
                                        ------------------------------
                                        Title:  Vice President


                                     THE FIRST NATIONAL BANK OF
                                       CHICAGO


                                     By /s/ Jerry Kane
                                       ------------------------------
                                       Title: SVP


                                     FIRSTAR BANK MILWAUKEE, N.A.


                                     By /s/ Jeff Janza
                                       ------------------------------
                                       Title: Commercial Banking Officer and
                                              Relationship Manager


                                     FLEET CAPITAL CORPORATION


                                     By /s/ Sandra Evans
                                       ------------------------------
                                       Title:  Vice President



                                      -5-

<PAGE>

                                     THE FUJI BANK, LIMITED


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


                                     HARRIS TRUST AND SAVINGS BANK


                                     By /s/ signature
                                       ------------------------------
                                       Title: Vice President


                                     M&I MARSHALL AND ILSLEY BANK


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


                                     THE MITSUBISHI TRUST AND 
                                      BANKING CORPORATION


                                     By  /s/ Nobuo Tominaga
                                       ------------------------------
                                       Mr. Nobuo Tominaga
                                       Title:  Chief Manager


                                     NATIONAL CITY BANK


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


                                     WACHOVIA BANK, N.A.


                                     By /s/ Todd J. Eagle
                                       ------------------------------
                                       Title:  Vice President



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